TCR_Public/050408.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, April 8, 2005, Vol. 9, No. 82

                          Headlines

2340 W. WABANSIA: Case Summary & 20 Largest Unsecured Creditors
ACANDS INC: U.S. Trustee Amends Unsecured Creditors Committee
ACANDS INC: Gets Court Okay to File Chapter 11 Plan Until June 20
ADVANSTAR COMMUNICATIONS: Weak Cash Flow Cues S&P to Watch Ratings
AMERICAN REAL: Subsidiary Closes $180 Million TransTexas Merger

ARMSTRONG WORLD: Wants Exclusive Right to File Plan Until Sept. 5
ATA AIRLINES: Discloses Status of 82-Aircraft Fleet
BIO-RAD LAB: Inks Pact to Buy BioSource Stock for $8.50 per Share
CAESARS ENT: Releasing First Quarter Financial Results on Apr. 21
CANDESCENT TECHNOLOGIES: Files First Amended Chapter 11 Plan

CART INC: Inks $2 Million Settlement with International Speedway
CATHOLIC CHURCH: 30 Claimants Wants Tucson's Disclosure Rejected
CATHOLIC CHURCH: A. Bates Balks at Tucson's Disclosure Statement
CHAPCO CARTON: Court Converts Case to Chapter 7 Liquidation
CHASE COMMERCIAL: Fitch Puts Low-B Ratings on Four Cert. Classes

CINCINNATI BELL: Annual Shareholders Meeting Slated for Apr. 29
CINCINNATI BELL: Appoints G. Cornett Sits & K. Freyberger as VPs
CINDY L. SIMPUKAS: Case Summary & 12 Largest Unsecured Creditors
CITATION CORP: Court Approves Amended Disclosure Statement
CP PROPERTIES: Voluntary Chapter 11 Case Summary

DAIRY BLOWMOLDING: Case Summary & 20 Largest Unsecured Creditors
DARLENE MATHIS: Voluntary Chapter 11 Case Summary
DB COS: Committee Can Object to Insider Claims & Pursue Actions
DEVON MOBILE: Trustee Has Until September 26 to Object to Claims
ENRON CORP: Ends PGE Sale to Texas Pacific & Will Distribute Stock

FEDERAL-MOGUL: Relocating St. Johns' Operation to Mexico
FORMAL FASHIONS: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Fitch Assigns Low-B Ratings on Five Debts
GENEVA STEEL: Mabey & Murray Replaces LeBoeuf as Local Counsel
INTERPLAY ENT: Rose Snyder Replaces Squar Milner as Auditors

INTERPUBLIC GROUP: Fitch Puts Bank Loan's B+ Rating on Watch Neg.
INTERSTATE BAKERIES: Gets Court Nod to Reject 19 Leases
IRVING TANNING: Bernstein Shur Approved as Bankruptcy Counsel
IRVING TANNING: Look for Bankruptcy Schedules on May 2
ISTAR FINANCIAL: Moody's Upgrades Sr. Unsec. Notes' Rating to Baa3

HARRAH'S ENT: Anticipates $0.95 to $0.99 1st Quarter Adjusted EPS
HOLLYWOOD ENT: Amends Sr. Debt Tender Offer & Consent Solicitation
L.A. Graphics: Case Summary & 20 Largest Unsecured Creditors
LAIDLAW INT'L: Cash Tender Offer for $202 Million Notes Expires
LAIDLAW INT'L: Earns $236.2 Million of Net Income in 2nd Quarter

LEHMAN BROTHERS: Fitch Rates $25.1 Million Mortgage Trust at BB-
LIFEPOINT HOSPITALS: Moody's Affirms $1.55MM Facility's Ba3 Rating
MAPCO EXPRESS: S&P Puts B+ Rating on $205M Senior Secured Loan
MAULDIN INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Upgrades Class B-2 upgraded to BBB from BB+

METRIS MASTER: Fitch Rates $44.35 Million Secured Notes at BB+
MICHAEL & DEBORAH CASH: Voluntary Chapter 11 Case Summary
MIRANT CORP: Court Limits Document Discovery on MAGi Committee
MIRANT CORP: Southern Co. Objects to Valuation Findings' Effect
MOLECULAR DIAGNOSTICS: Can't File Annual Report on Time

MONROE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
MONTGOMERY BUILDING: Case Summary & 9 Largest Unsecured Creditors
MOSLER INC: Court Extends Plan Trustee's Claim Objection Period
MOUNT SINAI: Fitch Ups Revenue Bonds' Rating Two Notches to BB+
MOUNT SINAI: Good Financial Performance Cues S&P to Lift Ratings

MUELLER GROUP: Cures Default By Filing Delayed Financial Reports
MUELLER WATER: Moody's Confirms B2 Senior Implied Rating
NATIONAL WATERWORKS: Parent's $400M IPO Cues S&P to Watch Ratings
NATURADE INC: Independent Accountants Raise Going Concern Doubts
NETEXIT INC: Pa. Wants Ch. 11 Plan Denied Until Returns Are Filed

NOMURA ASSET: Fitch Assigns Low-B Ratings on B-2 & B-3 Classes
NRG ENERGY: Appoints Anne Schaumburg to Board of Directors
OAKWOOD HOMES: Trust & Wachovia Agree to Reduce Cash Mgt. Reserve
OWENS CORNING: Inks Severance Agreement with Senior VP for HR
PACIFIC GAS: City of Palo Alto Agrees to Dismiss Appeal

PARAGON TRADE: Court Awards $457.9M Damages Against Weyerhaeuser
PARAGON TRADE: Weyerhaeuser Will Appeal Bankruptcy Court Decision
PARMALAT USA: Court OKs Pact Resolving Wells Fargo Lease Disputes
PEGASUS COMMS: Reporting Delay Triggers Nasdaq Delisting Process
QWEST COMMS: Names Thomas Richards as Executive Vice President

ROGERS & SON: Court Converts Chapter 11 Case to Ch. 7 Liquidation
ROGERS & SONS: Trustee Wants David R. Fischbein as Accountant
SALEM COMMS: Completes Radio Station Exchange with Univision
SALEM COMMS: Inks Pact to Acquire Radio Station for $900,000
SENETEK PLC: Terminates Merger Talks with IGI, Inc.

SHAW GROUP: Likely Stock Sale Prompts S&P to Watch Low-B Ratings
SL COMMERCIAL: Fitch Puts BB+ Rating on $20.3 Mil. Mortgage Certs.
SOLUTIA INC: Appoints J.P. Wright & J. R. Voss as Senior VPs
SOLUTIA INC: Discovery in FMC Corp. Litigation to End May 31
SPANCRETE OF FLORIDA: Case Summary & 20 Largest Unsecured Cred.

SPIEGEL INC: Can Conduct Eddie Bauer Store Closing Sale
TELTRONICS INC: Dec. 31 Balance Sheet Upside-Down by $6 Million
TIAA CMBS: Fitch Upgrades Low-B Ratings of Three Cert. Classes
TOMS FOODS: Voluntary Chapter 11 Case Summary
TORCH OFFSHORE: Selling Vessels to Cal Dive for $92 Million

TOWER AUTOMOTIVE: Moody's Assigns Low-B Ratings on $725M Debts
UNION ACCEPTANCE: Inks Share Exchange Pact with White River
UNITED AIRLINES: Inks Transition Plan Agreement with Air Wisconsin
US AIRWAYS: U.S. Bank Slams NOL Trading Protocol Due to Ambiguity
US AIRWAYS: Wants to Assume Insurance Agreements

WARWICK VALLEY: Encounters Further Delay in Form 10-K Filing
W.R. GRACE: Asbestos Comm. Taps Anderson Kill as Insurance Counsel
WESTLAKE CHEMICAL: Names Joseph Nassif as VP-Corporate Purchasing

* Clear Thinking Forms Bankruptcy Claims Administration Unit
* Sheppard Mullin Adds David Sunkin to Los Angeles Office

* BOOK REVIEW: Japanese Takeovers: The Global Contest

                          *********

2340 W. WABANSIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 2340 W. Wabansia, L.L.C.
        545 West Aldine
        Chicago, Illinois 60657

Bankruptcy Case No.: 05-13188

Type of Business: Real Estate

Chapter 11 Petition Date: April 7, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Linda M Kujaca, Esq.
                  Cohen & Krol
                  105 West Madison
                  Chicago, Illinois 60602
                  Tel: (312) -368-0300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature Of Claim    Claim Amount
   ------                        ---------------    ------------
First Bank & Trust Company                            $9,600,000
300 East Northwest Highway
Palatine, IL 60067

Royal Builders II, Inc.                                  $60,084
300 6th Street
Wheeling, IL 600902808

Granite Innovations, Inc.                                $43,000
1420 West Hubbard
Chicago, IL 60622

Tralmer Construction                                     $39,273
P.O. Box 764
Morton Grove, IL 60053

Windy City Iron Works                                    $28,270
1334 North Kostner
Chicago, IL 60651

Arkay HVAC                                               $11,990
14401 South Halsted
Harvey, IL 60426

Architectural Sealants, Inc.                              $2,035
6525 West Steger Road
Monee, IL 60449

Alan Freeman                                             Unknown
900 North Michigan Avenue
Chicago, IL 60610

Anthony & Lisa Madonia           Notice only             Unknown
2340 West Wabansia #G
Chicago, IL 606475302

Architectural Sealants, Inc.     Notice Only             Unknown
c/o Corporation Agents, Inc.
611 South Milwaukee
P.O. Box 400
Libertyville, IL 60048

Bruce Freeman                                            Unknown
225 West Goethe Street
Chicago, IL 60610

Charles Russell                  Notice only             Unknown
2340 West Wabansia #E
Chicago, IL 606475302

Chicago Title & Trust Company                            Unknown
191 North Clark Street
Chicago, IL 60601

City of Chicago                                          Unknown
121 North LaSalle Street
Chicago, IL 60602

Duane Palmer & Rob Rohland       Notice only             Unknown
2340 West Wabansia #D
Chicago, IL 606475302

Glen Missnner                    Notice only             Unknown
2340 West Wabansia #D2
Chicago, IL 606475302

Greater Illinois Title                                   Unknown
2146 South Mannheim Road
Westchester, IL 60154

James & Monica Sofranko          Notice only             Unknown
2340 West Wabansia #E West
Chicago, IL 606475302

John Flannery                    Notice only             Unknown
2340 West Wabansia #C
Chicago, IL 606475302

Laura & Jeffery Swetow           Notice only             Unknown
2340 West Wabansia #F
Chicago, IL 606475302


ACANDS INC: U.S. Trustee Amends Unsecured Creditors Committee
-------------------------------------------------------------
The United States Trustee for Region 3 amended the membership of
the Official Committee of Unsecured Creditors in ACandS, Inc., and
its debtor-affiliates' chapter 11 cases.  The nine current
committee members are:

             1. Terry Crawford
                Attn: Pamela Wise, Esq.
                Wise and Julian, P.C.
                3555 College Avenue
                Alton, Illinois 62002
                Tel: 877-456-3549, Fax: 608-462-2622

             2. Augustus L. Lester
                Attn: Paul M. Matheny, Esq.
                Peter G. Angelos, P.C.
                5905 Harford Road
                Baltimore, Maryland 21214
                Tel: 410-426-3200, Fax: 410-426-6166

             3. Steven Policastro
                Attn: Deirdre Woulfe Pacheco, Esq.
                Wilentz, Goldmann and Spitzer
                90 Woodbridge Road, Suite 900
                Box 10
                Woodbridge, New Jersey 07095
                Tel: 732-855-6189, Fax: 732-2756

             4. Vivian Indiviglio
                Attn: Sanders McNew, Esq.
                Weitz and Luxenberg
                180 Maiden Lane, 17th Floor
                New York, New York 10078
                Tel: 212-558-5500, Fax: 212-344-5461

             5. Charisse Dahlke
                Attn: Matthew Bergman, Esq.
                Senn Pageler and Frockt
                P.O. Box 2010
                Vashon, Washington 98070
                Tel: 206-463-4408, Fax: 206-463-4470

             6. Gerald Krussell
                Attn: Rhonda K. Cleaves, Esq.
                Waters and Kraus, LLP
                3129 McKinney Avenue, Suite 3000
                Dallas, Texas 75204
                Tel: 214-357-6244, Fax: 214-357-7252

             7. Marjorie Havens
                Attn: Bryan O. Blevins, Jr., Esq.
                Provost and Umphrey
                490 Park Street
                Beaumont, Texas 77704
                Tel: 409-835-6000, Fax: 409-838-8888

             8. Bernita Jensen
                Attn: Steven Kazan, Esq.
                Kazan, McClain, Edises, Abrams, Fernandez, Lyons
                and Farrise
                171 Twelfth Street, Third Floor
                Oakland, California
                Tel: 510-465-7728, Fax: 510-835-4913

             9. Ulysses Allen
                Attn: John D. Cooney, Esq.
                Cooney and Conway
                120 North LaSalle Street, 30th Floor
                Chicago, Illinois 60602
                Tel: 312-236-6166, Fax: 312-236-3029

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.


ACANDS INC: Gets Court Okay to File Chapter 11 Plan Until June 20
-----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankrutpcy Court
for the District of Delaware gave ACandS, Inc., and its debtor-
affiliates more time to file a plan of reorganization and solicit
acceptances of that plan from creditors.

ACandS told Judge Fitzgerald that it needs more time to negotiate
an acceptable plan and to prepare adequate financial and non-
financial information for disclosure to creditors.

ACandS has until June 20, 2005, to formulate a viable plan and has
until August 24, 2005, to solicit acceptances of that plan.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.


ADVANSTAR COMMUNICATIONS: Weak Cash Flow Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Advanstar Communications Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its existing ratings on the
company, including its 'B' corporate credit rating.  The Duluth,
Minnesota-based business-to-business media firm, which is analyzed
on a consolidated basis with its parent company, Advanstar Inc.,
had $753 million in consolidated debt on Dec. 31, 2004.

The outlook change follows Advanstar's announcement that it is
selling its trade show, publishing, and other businesses serving
five sectors.  Gross proceeds for these assets, which produced
about 27% of the company's revenue, will total $185 million.
Advanstar has not specified for what the proceeds will be used,
which creates some concern.

"Barring a substantial debt reduction, the lost profit from the
sold assets will weaken the company's already marginal total
interest coverage, modest discretionary cash flow, and high debt
leverage," said Standard & Poor's credit analyst Steve Wilkinson.
In addition, using the excess liquidity from the sale for
acquisitions may not improve the company's business or financial
profile from that which existed prior to the asset sales.

The company will retain most of its best-positioned and strongest
performing units, including its fashion and automotive power
sports divisions, while jettisoning underperforming and smaller
units such as technology and travel.  Even so, the asset sale will
reduce the company's sector diversity somewhat, which, along with
significant cost reductions and some acquisitions, helped
Advanstar perform better than many peers during the difficult
industry operating conditions over the past few years.  The
company's significant reliance on its MAGIC men's fashion events,
which represented about one-third of its EBITDA before corporate
expenses in 2004, will increase following the sale.

The negative outlook reflects concern about Advanstar's high
leverage and weak discretionary cash flow in light of the pending
asset sales and rising cash interest costs.  Ratings could be
lowered if leverage remains elevated over the near to intermediate
term, especially if expensive acquisitions and discretionary cash
flow deficits begin to erode the company's excess cash cushion.
Conversely, ratings stability could be restored if Advanstar can
reduce leverage to 8x or lower, and if it can demonstrate the
ability to generate and sustain positive discretionary cash flow.


AMERICAN REAL: Subsidiary Closes $180 Million TransTexas Merger
---------------------------------------------------------------
American Real Estate Partners, L.P. (NYSE: ACP) disclosed the
closing of the previously announced merger of TransTexas Gas
Corporation with and into National Onshore LP, an indirect wholly
owned subsidiary of AREP, on April 6, 2005, at a price of
$180 million in cash.  TransTexas is engaged in the exploration,
production and transmission of oil and gas, primarily in South
Texas, including the Eagle Bay field in Galveston Bay and the
Southwest Bonus field in Wharton County.

                   About American Real Estate

American Real Estate Partners, L.P. -- http://www.areplp.com/-- a
Delaware master limited partnership, is a diversified holding
company engaged in a variety of businesses including real estate,
gaming and entertainment, and oil and gas.  AREP's real estate
businesses include our rental real estate operations which consist
primarily of retail, office and industrial properties leased to
single-corporate tenants and its residential home development
operations which focus primarily on the construction and sale of
single-family homes, custom-built homes, multi-family homes and
residential lots in subdivisions and in planned communities.
AREP's primary gaming and entertainment assets consist of its
ownership of Stratosphere Hotel Casino & Tower, Arizona Charlie's
Decatur and Arizona Charlie's Boulder in Las Vegas. AREP's oil and
gas operations currently consist of National Onshore LP and a
50.01% interest in National Energy Group, Inc.  AREP's primary
business strategy is to continue to grow its core businesses. In
addition, AREP seeks to acquire undervalued assets and companies
that are distressed or in out of favor industries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service affirmed its Ba2 senior unsecured
ratings on American Real Estate Partners, L.P. -- AREP -- with
a stable outlook.

AREP is a master limited partnership that has publicly traded
depositary units (NYSE: ACP).  AREP's general partner is American
Property Investors, Inc., which is a wholly owned subsidiary of
Becton Corp., which is owned by Carl Icahn.  Affiliates of Carl
Icahn own approximately 86.5% of the outstanding depositary units
of AREP, and 86.5% of the firm's cumulative pay-in-kind preferred
units.


ARMSTRONG WORLD: Wants Exclusive Right to File Plan Until Sept. 5
-----------------------------------------------------------------
On February 23, 2005, Judge Robreno of the U.S. District Court for
the District of Delaware issued a decision and final order denying
the confirmation of Armstrong World Industries, Inc.'s Fourth
Amended Plan, on the sole basis that the determination by the U.S.
District Court for the District of Delaware that the issuance of
the "Warrants" to AWI's equity holder violated Section 1129(b) of
the Bankruptcy Code.

AWI has filed notices of appeal from the decision and order with
the United States Court of Appeals for the Third Circuit.  AWI has
asked the Third Circuit to expedite the consideration of its
Appeal.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that even if AWI is
successful, the District Court may decide to rule on the other
confirmation objections raised by the Official Committee of
Unsecured Creditors, which the District Court did not decide
originally.  Accordingly, whether the Plan ultimately will be
determined to be confirmable or whether AWI will be required to
seek confirmation of an alternative plan remains uncertain.

"The Committee's last minute abandonment of its prior commitment
and the District Court's denial of confirmation were unexpected
and unanticipated," Ms. Booth says.  "While AWI pursues its right
to seek appellate review of the Order, it is only fair and logical
to maintain the status quo.  This is particularly appropriate
where AWI achieved a consensus with respect to a plan as
contemplated by Chapter 11 but where, through no fault of its own,
was unable to bring it to consummation."

According to Ms. Booth, no one can dispute that AWI has acted in
good faith throughout its Chapter 11 case and that, until the
issuance the Order, had made unprecedented progress in furtherance
of the reorganization process and the agreement that had been
reached among all of its constituencies -- despite a number of
unexpected circumstances that occurred along the way.

Moreover, AWI has reached a global settlement of its ability for
asbestos property damage and has recently entered into a
settlement agreement with the United States Environmental
Protection Agency, which resolves AWI's environmental liabilities
at over 19 sites in various states at which the EPA has alleged
AWI might be a potentially responsible party.

At this stage, Ms. Booth says an extension of the deadline within
which the Debtors have the exclusive right to file a plan of
reorganization and solicit acceptances of that plan is warranted.
Ms. Booth explains that the filing of competing plans of
reorganization by other parties-in-interest necessarily will
result in full-blown litigation among the parties, with the
potential to disrupt AWI's business, as well as deplete estate
resources, but with no assurance that AWI would emerge from
Chapter 11 any more expeditiously.

Therefore, pursuant to Section 1121(d) of the Bankruptcy Code, the
Debtors ask the Court to further extend their Exclusive Plan
Proposal Period through and including September 5, 2005, and their
Exclusive Solicitation Period through and including November 7,
2005, without prejudice to the Debtors' right to seek additional
extensions.

The Debtors believe that an extension of the Exclusive Periods
will provide the Debtors with the opportunity to pursue an appeal
of the District Court's order while continuing to work with all
parties to attempt to achieve a consensual resolution of the
disputes among them.  An extension will neither prejudice nor put
pressure on any party-in-interest.

Ms. Booth maintains that the termination of the Exclusive Periods
at this stage of the Chapter 11 cases, or alternatively, the grant
of only a short extension of the Exclusive Periods, would directly
contravene the spirit and purpose of the development, formulation,
confirmation and consummation of a consensual plan of
reorganization.  With the status of the Plan still uncertain, the
termination of the Exclusive Periods would almost certainly lead
to full blown litigation and limit the opportunity to attempt to
re-forge a consensus among AWI's constituents.

The Court will convene a hearing on April 25, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' Exclusive Periods is automatically extended until the
Court rules on the request.

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)


ATA AIRLINES: Discloses Status of 82-Aircraft Fleet
---------------------------------------------------
As of December 31, 2004, ATA Airlines, Inc., and Chicago Express
Airlines, Inc., were certified to operate a fleet of 82 aircraft:

              Lockheed L-1011-100                 1
              Lockheed L-1011-500                 4
              Boeing 737-800                     33
              Boeing 757-200                     15
              Boeing 757-300                     12
              SAAB 340B                          17
                                            -------
                 TOTAL                           82
                                            =======

The Debtors' right to retain and operate certain aircraft,
aircraft engines and other equipment defined in Section 1110 of
the Bankruptcy Code that are leased or subject to a security
interest or conditional sale contract are specifically governed by
Section 1110 of the Bankruptcy Code.

Section 1110 provides, in relevant part, that unless the Debtors,
prior to 60 days after the Petition Date, agree to perform all
obligations under the lease, security agreement, or conditional
sale contract and cure all defaults thereunder -- other than
defaults constituting a breach of provisions relating to the
filing of the Chapter 11 cases, the Debtors' insolvency or other
financial condition of the Debtors -- within the time specified in
Section 1110, the right of the lessor, secured party or
conditional vendor to take  possession of the equipment in
compliance with the provisions of the lease, security agreement,
or conditional sale contract and to enforce any of its other
rights or remedies under the lease, security  agreement, or
conditional sale contract is not limited or otherwise affected by
the automatic stay, by any other provision of the Bankruptcy Code,
or by any power of the Bankruptcy Court.

The Section 1110 deadline for the Debtors was December 26, 2004.

J. George Mikelsons, Chairman and Chief Executive Officer of ATA
Holdings Corp., reports in a filing with the Securities and
Exchange Commission that ATA, at December 31, 2004, operated the
82 aircraft, including 76 aircraft that were financed with
operating leases.  As of March 25, 2005, with regards to the 76
leased aircraft, ATA has returned 22 of these aircraft and related
engines to the lessor.

ATA expects to return 28 additional aircraft and related engines
to the lessor between March 31, 2005, and January 25, 2006.  The
Company has renegotiated long-term rates on 10 aircraft and
related engines.  ATA has elected to cure existing defaults and is
paying the contract rates required under the Bankruptcy Code with
respect to 16 aircraft and related engines.

ATA is also in the process of "regauging" its fleet to meet with
its evolving revised business plan.  Prior to the Petition Date,
ATA's fleet consisted of 65 jet aircraft of five types.  ATA
expects to reduce the overall size of the fleet by at least one-
third by rejecting non-economic leases and obtaining new leases of
more appropriately sized aircraft on more favorable economic
terms.

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)


BIO-RAD LAB: Inks Pact to Buy BioSource Stock for $8.50 per Share
-----------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO and BIOB) made a proposal to
BioSource International, Inc. (Nasdaq: BIOI) to acquire all of its
outstanding shares for $8.50 per share in cash.  Bio-Rad already
owns close to 5% of the outstanding shares of BioSource.

Norman Schwartz, Bio-Rad's President and Chief Executive Officer,
noted that "Our offer represents a 21% premium to BioSource's
closing price on April 5, 2005, and a 30% premium to its three-
year average closing price.  We believe this provides an
attractive premium and enhanced liquidity for BioSource
shareholders."  Based on April 5th's closing price, BioSource was
valued at approximately $68 million, while the proposal on April 6
values BioSource at over $82 million.

Bio-Rad made its proposal in the form of a letter to the BioSource
board.  In the letter, Bio-Rad stated that it has made repeated
attempts over the last two years, including most recently this
Monday, to persuade the BioSource board to enter into negotiations
regarding a merger and that each of these attempts was rebuffed by
the BioSource board of directors.

Brad Crutchfield, Bio-Rad's Vice President of Life Sciences, said,
"The synergies offered by the combination of the product lines and
research capabilities of Bio-Rad and BioSource make this an
attractive match and will enable us to add value to the BioSource
business."

"We anticipate retaining the vast majority of BioSource's current
employees," Mr. Crutchfield added.  "BioSource would operate as a
'center of excellence' within our company, an approach we've
successfully applied to allow acquired companies to continue
focusing on their core mission while drawing on Bio-Rad's
resources."

"In short," Mr. Schwartz said, "This combination will be good for
the customers, employees and shareholders of both companies."

In recent years Bio-Rad has integrated several acquisitions in the
areas of blood virus, food safety, process chromatography and gene
expression.

                        About the Company

Bio-Rad Laboratories, Inc. -- http://www.Bio-Rad.com/-- is a
multinational manufacturer and distributor of life science
research products and clinical diagnostics.  It is based in
Hercules, California, and serves more than 70,000 research and
industry customers worldwide through a network of more than 30
wholly owned subsidiary offices.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service assigned a rating of Ba3 to Bio-Rad
Laboratories' $200 million senior unsecured subordinated notes,
due 2014. The ratings outlook has been changed to stable from
positive.

New ratings assigned:

   * Bio Rad Laboratories $200 million Senior Unsecured
     Subordinated Notes, due 2014, rated Ba3

Ratings affirmed:

   * Bio Rad Laboratories Senior Implied Rating, Ba2

   * Bio Rad Laboratories Senior Unsecured Rating, Ba2

   * Bio Rad Laboratories $225 million Senior Unsecured
     Subordinated Notes, due 2013, Ba3


CAESARS ENT: Releasing First Quarter Financial Results on Apr. 21
-----------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE:CZR) will release financial
results for the first quarter of 2005 at 5 a.m. PDT (8 a.m. EDT)
on Thursday, April 21, 2005.

Investors with questions regarding first quarter financial results
should direct them to Josh Hirsberg, Vice President, Treasurer and
Investor Relations, at 702.699.5269.  The company will not host a
conference call to discuss its first quarter results.

                        About the Company

Caesars Entertainment, Inc. (NYSE: CZR) 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-'.


CANDESCENT TECHNOLOGIES: Files First Amended Chapter 11 Plan
------------------------------------------------------------
Candescent Technologies Corp. and Candescent Technologies
International, Ltd., a Bermuda company and Corp's wholly owned
subsidiary, delivered their Joint First Amended Liquidating Plan
of Reorganization to the U.S. Bankruptcy Court for the Northern
District of California on March 21, 2005.

                     Terms of the Amended Plan

The Plan proposes to monetize the Debtors' assets.  A liquidating
Trustee will be appointed on the Plan's Effective Date to oversee
the liquidation of the assets and distribution of proceeds to
creditors.  To complete the Liquidation, the Debtors will seek
confirmation of the Plan from the U.S. Court and will then ask the
Bermudan Court to sanction a parallel scheme of arrangement.

                      Assets for Distribution

On the Plan's effective date, the Debtors' $15 million of cash,
less $2 million of reserves for implementation of the Plan and
other expenses to be incurred after confirmation, will be used to
pay holders of administrative expense claims, secured claims, tax
claims, non-tax priority claims, and general unsecured claims.

After completion of the claims process and resolution of any
claims owned by either Debtor, if any funds remain, the Debtors
will make a further, final payment (projected at approximately
$1.5 million) of any remaining amounts of the Candescent reserves
to general unsecured creditors.

                        Creditor Recoveries

Administrative expenses, tax and other priority claims, and
secured claims will be paid in full.

Holders of allowed general unsecured claims against Candescent-U.S
are expected to receive approximately 0.8% of their claims.

Holders of allowed general unsecured claims against Candescent-
International are expected to receive approximately 3.24% of their
claims.

Equity security holders will receive nothing.

                       Inter-Company Claims

Candescent-U.S. will pay Candescent-International $7,694,000 from
the proceeds of the sale to Canon Inc. of substantially all
assets.  Unpaid administrative expenses of both Debtors and both
Debtors' expenses incurred after the Plan's effective date are to
be paid 25% by Candescent-U.S. and 75% by Candescent-
International.

              Bermuda's Plan of Arrangement Process

Under the provisions of the Companies Act 1981 under Bermudan law,
the Bermudan court can sanction a compromise or arrangement
between a Bermudan company and its creditors pursuant to a "scheme
of arrangement."  Prior to sanctioning a scheme of arrangement,
the Bermudan court must convene a meeting of Candescent-
International's creditors and a majority in number, representing
75% in value, of the creditors attending and voting at the meeting
must vote in favor of the scheme of arrangement.

If creditor approval is obtained, the Bermudan court can then
sanction the scheme of arrangement, and once a copy of the Bermuda
court's order has been filed with the registrar of Companies in
Bermuda, the scheme of arrangement is binding on all creditors of
the Candescent-International.

Full-text copies of the Plan is available for a fee at:

     http://www.researcharchives.com/bin/download?id=050407223011

Full-text copies of the Disclosure Statement is available for a
fee at:

     http://www.researcharchives.com/bin/download?id=050407223417

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from creditors, it reported debts and
assets of over $100 million each.


CART INC: Inks $2 Million Settlement with International Speedway
----------------------------------------------------------------
International Speedway Corporation (Nasdaq: ISCA)(OTC Bulletin
Board: ISCB) reached settlement with the CART Liquidation Trust
that allows a claim in ISC's favor of $2 million in CART Inc.'s
bankruptcy.

The claim is based on the failure to return ISC's sanction fee
paid to CART, less allowable expenses, for the 2003 event
scheduled in California that was canceled because of the state of
emergency due to wildfires in Southern California at the time.
Once the U.S. Bankruptcy Court, Southern District of Indiana, has
approved the good faith settlement at a hearing scheduled for mid-
April, the Company will be positioned to recover the first
$1.5 million of the claim.  If there are not sufficient funds
remaining in the Trust to fully satisfy the allowed claim of
$2 million, the Company will pursue the remaining funds, or up to
$500,000, from Champ Car World Series (formerly Open Wheel Racing
Series), as represented and agreed to at the CART bankruptcy
hearing held in January 2004.

                    About International Speedway

International Speedway Corporation is a leading promoter of
motorsports activities in the United States, currently promoting
more than 100 events annually.  The Company owns and/or operates
11 of the nation's major motorsports facilities, including Daytona
International Speedway in Florida (home of the Daytona 500);
Talladega Superspeedway in Alabama; Michigan International
Speedway located outside Detroit; Richmond International Raceway
in Virginia; California Speedway near Los Angeles; Kansas Speedway
in Kansas City, Kansas; Phoenix International Raceway in Arizona;
Homestead-Miami Speedway in Florida; Martinsville Speedway in
Virginia; Darlington Raceway in South Carolina; and Watkins Glen
International in New York.  Other track ownership includes an
indirect 37.5% interest in Raceway Associates, LLC, which owns and
operates Chicagoland Speedway and Route 66 Raceway near Chicago,
Illinois.

                         About CART Inc.

CART, Inc., a subsidiary of Championship Auto Racing Teams, Inc.,
filed a petition under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
Indiana on Dec. 16, 2003 (Bankr. S.D. Ind. Case No. 03-23385).

CART, Inc., continues to operate as debtor-in-possession under the
Bankruptcy Code in order to wind up its affairs.  On August 3,
2004, CART filed CART's Amended Chapter 11 Plan and the Second
Amended Disclosure Statement For Amended Chapter 11 Plan of CART,
Inc., with the Bankruptcy Court.  The Plan provides for the
distribution of the asset sale proceeds and other currently
available cash and the liquidation and distribution of the
remaining estate assets to CART, Inc.'s creditors.  The
Disclosure Statement was approved as containing adequate
information by the Bankruptcy Court on August 3, 2004.  The Plan
was confirmed on Sept. 23, 2004.


CATHOLIC CHURCH: 30 Claimants Wants Tucson's Disclosure Rejected
----------------------------------------------------------------
Thirty sexual abuse tort claimants ask the U.S. Bankruptcy Court
for the District of Arizona to deny approval of the Diocese of
Tucson's Disclosure Statement.

Clifford B. Altfeld, Esq., at Leonard Felker Altfeld Greenberg &
Battaile PC, in Tucson, Arizona, argues that, among other things,
the Disclosure Statement fails to disclose that the Tort
Creditors disagree with the Diocese's proposal that any jury trial
or trial to the Court will only occur in the Arizona Bankruptcy
Court.  The Tort Creditors believe that under certain
circumstances, it may be appropriate for trial on the claims to
occur in state court instead of federal court and Tort Creditors
may seek that venue if trial is required.

The Tort Creditors assert that the Disclosure Statement should
also disclose that there is a disagreement between the Diocese and
the Tort Creditors as to (i) whether the parishes are separate
entities, and (ii) whether the parishes are creditors of the
Diocese, or are part of the Diocese and cannot be creditors.

                       The 2002 Settlement

Before 2002, the Diocese was a defendant in 11 suits involving 16
plaintiffs.  Tucson also provided counseling and other services to
people who alleged that they were abused but who had not sought
damages through civil actions.  In early 2002, Tucson settled the
11 suits.

The Diocese indicated in the Disclosure Statement that counsel for
the plaintiffs in the 2002 Cases breached the confidentiality of
the 2002 Settlement by disclosing the settlement amount paid in a
newspaper article.

The Tort Creditors disagree.  Mr. Altfeld points out that the
Diocese previously had disclosed to the press the amount of the
deferred or remaining 2002 Settlement payment and had asked
counsel for the plaintiffs for their agreement to disclose the
total settlement amount.  Plaintiffs' counsel agreed with the
Diocese's request and accordingly released the total amount to the
public.  Hence, there was no breach and the Diocese's statement is
false.

Mr. Altfeld argues that the Diocese's statement is gratuitous as
it is unnecessary to meet the purposes of the Disclosure
Statement.  If the Diocese persists in keeping that gratuitous
statement in the Disclosure Statement, then it needs to add
explanatory language explaining that its version of the 2002
Settlement is disputed and that it is the position of Tort
Creditors and 2002 Plaintiffs that the Debtor's gratuitous
inclusion of the false statement in the Disclosure Statement is
yet another example of the attitude it has manifested towards
victims and their representatives that has resulted in the Diocese
having to file for bankruptcy protection.

As part of the 2002 Settlement, Tucson represented in a court
filing that it agreed to pay the Plaintiffs in the 11 suits
$3,000,000 due in January 2007.  A parcel of real estate
previously owned by Tucson secures the $3,000,000 Payment.
Tucson acknowledged in the court filing that the Claimants in the
11 suits are secured creditors.

            Inclusion of All Assets for Distribution

The Tort Creditors disagree that the Diocese has included all
assets in its Plan for distribution in light of the dispute as to
the parish-related assets.  Tort Creditors do not agree that
$3,200,000 proposed by the Diocese to constitute the total funding
from the Diocese is sufficient or appropriate.  This disagreement
needs to be noted in the Amended Disclosure Statement, Mr. Mr.
Altfeld says.

            Best Interests and Liquidation Analysis

The Tort Creditors do not agree that the liquidation value of the
Diocese's property is less than $4,000,000.  The Tort Creditors
believe that the Diocese failed to perform a liquidation analysis
under which (i) parish property would be included in the
liquidation, or (ii) in which parish property would not be
included in the liquidation.  The Diocese has claimed that there
would be a "race to the courthouse" as the alternative of
dismissal, but fails to describe the amount of money judgments
those cases would likely achieve.

Mr. Altfeld maintains that the Diocese's liquidation analysis
fails to include parish properties or a sufficient amount for
insurance claims.  The Tort Creditors assert that the liquidation
value of the Diocese's property will far exceed $4,000,000.

The Tort Creditors join in the objections to the injunction filed
by the U.S. Trustee.

Additionally, the Tort Creditors object to:

   (a) the parishes being given voting rights in the Plan of
       Reorganization or, pursuant to the Plan, receiving any
       distribution whatsoever;

   (b) the Diocese's characterization of Class 5 Parish guaranty
       claims and to the Class 6 Parish unsecured claims;

   (c) the description of insurance actions since the description
       does not explain that creditors will have an opportunity
       to object to any settlement with an insurance company
       before it is approved by the Court.  All details of the
       Diocese's insurance coverages applicable to sexual abuse
       claims including coverage, limitations of liability,
       demands, responses and reservation of rights are also not
       disclosed; and

   (d) the description of restricted assets, as well as and
       preferences in the Avoidance Action section.

"Jane Doe," a sexual abuse claimant who is party to an action
pending before the Pima County Superior Court, cause number
C20042940, and G. David DeLozier, attorney for 3 Sexual Abuse
Tort Creditors, concur with the objections presented by the 30
Sexual Abuse Tort Creditors.

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


CATHOLIC CHURCH: A. Bates Balks at Tucson's Disclosure Statement
----------------------------------------------------------------
The Unknown Claims Representative in Tucson's Chapter 11 case, A.
Bates Butler III, complains that certain portions of the
Disclosure Statement prepared by the Diocese of Tucson to explain
its chapter 11 plan have to be clarified.  Among other things,
Mr. Butler asserts that:

   (a) The Disclosure Statement does not identify the persons
       involved with the Diocese who provided the information
       contained in the Disclosure Statement;

   (b) The proposed fund for victims who have presently
       identified themselves and for those who recognize their
       Claims or identify themselves in the future must be
       clarified;

   (c) There needs to be more disclosure and clarification as to
       the Settlement Trust and the Litigation Trust, and how the
       Diocese intends to reserve funds for the unknown victims;

   (d) More information should be provided concerning the formula
       to be used in determining proposed reserve for the Claims
       of Minors and Unknown Tort Claims;

   (b) The Disclosure Statement fails to address how the Special
       Master will be selected and the process if the parties do
       not agree; and

   (c) No time frame has been set for the unknown victims.  The
       Diocese should propose a time frame in which assets will
       be available for distribution to the unknown claimants.
       The amount of the fund and the duration the fund will be
       available should be disclosed.

Sally M. Darcy, Esq., at McEvoy, Daniels & Darcy PC, in Tucson,
Arizona, tells the U.S. Bankruptcy Court for the District of
Arizona that Mr. Butler and the Guardian ad Litem, Charles
Arnold, should be part of the decision making process for the
classification of tort claimants into Tiers.  The criteria for
each Tier, which will be set forth in the Settlement Trust, should
be agreed upon by the Diocese, the Committee and Messrs. Butler
and Arnold.  Additionally, Messrs. Butler and Arnold should be
included in the process of determining whether payments made to
creditors prior to the bankruptcy may be recoverable.

Mr. Butler reserves his rights to:

   -- object to the Diocese's failure to include "Parish
      Property" as property of the estate.  Mr. Butler believes
      that when a Catholic diocese is formed as a corporation,
      sole, parishes within the diocese are part of the diocese
      itself and do not have any separate legal existence.  While
      parishes may be separate entities for religious purposes
      under Canon Law, they are not separately incorporated under
      civil law.  In fact, the Diocese proposes to have the
      Parishes incorporate after confirmation of a plan; and

   -- dispute that the Parishes are separate entities with
      claims.  To the extent the Parishes have separate claims,
      they are insider claims, and that class is subject to
      Section 1129(a)(10) of the Bankruptcy Code.  In addition,
      the Plan discriminates unfairly if the Class 6 Parish
      Unsecured Claims and the Class 7 General Unsecured Claims
      are paid in full, but the Class 9 Tort Claimants are being
      paid less than the full amount of their claim.

Mr. Butler contends that no Third Party, including the parishes,
should obtain an injunction without contributing a substantial sum
of money to the payment of the Tort Claims.  The Diocese cannot
obtain an injunction for the benefit of third parties, nor would
that injunction benefit the Estate.

Mr. Arnold supports Mr. Butlers' arguments.

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


CHAPCO CARTON: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois converted the Chapter 11 bankruptcy
case of Chapco Carton Company to a Chapter 7 liquidation
proceeding on March 24, 2005.

Judge Black based his decision on the separate motions of IFC
Credit Corporation, a secured creditor of the Debtor, and Kugman
Associates, Inc., the Debtor's financial advisors.  Kugman
Associates filed its request to convert the Debtor's case to a
chapter 7 proceeding on Dec. 20, 2004.  IFC Credit filed its
request on March 21, 2005.

Judge Black says three things make a reorganization impossible:

   a) the Debtor has incurred unpaid administrative expenses,
      including professional fees and adequate protection
      payments, which contribute to the continuing diminution of
      the Debtor's estate;

   b) the Debtor does not have unencumbered funds or assets
      necessary to confirm a plan of reorganization and pay, among
      other things, all administrative expenses as required under
      11 U.S.C. Section 1129(a)(9), and IFC Credit's super
      priority claims; and

   c) the Debtor's failure to file a plan of reorganization has
      prejudiced IFC Credit and other creditors and parties in
      interest.

Judge Black concludes these facts demonstrate cause to convert the
Debtor's chapter 11 case to a chapter 7 proceeding pursuant to
Section 1112(b) of the Bankruptcy Code.

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactures, sells and
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000). Chad H. Gettleman, Esq., at Adelman
Gettleman & Merens, represents the Company.  When the Debtor filed
for protection from its creditors, it listed $15,232,256 in assets
and $19,220,379 in liabilities.


CHASE COMMERCIAL: Fitch Puts Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Fitch Ratings upgrades Chase Commercial Mortgage Securities
Corp.'s, commercial mortgage pass-through certificates, series
1998-2:

    -- $69.7 million class C to 'AA-' from 'A+'.

In addition, Fitch affirms these classes:

    -- $39.9 million class A-1 at 'AAA';
    -- $720.6 million class A-2 at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $63.4 million class B at 'AAA';
    -- $72.9 million class D at 'BBB+';
    -- $19.0 million class E at 'BBB-';
    -- $57.1 million class F at 'BB';
    -- $12.7 million class G at 'BB-';
    -- $22.2 million class H at 'B';
    -- $9.5 million class I at 'B-'.

The $15.7 million class J is not rated by Fitch.

The rating upgrade is a result of increased subordination levels
due to amortization and prepayments.  Since the last rating action
an additional 5% of the transaction has been defeased.

As of the March 2005 distribution date, the transaction's
aggregate principal balance has decreased 12.9% to $1.10 billion
from $1.27 billion at issuance.

The five largest loans represent 39.4% of the deal's outstanding
loan balance.  The performance of these loans has improved since
issuance.

One loan (0.3%) is 60 days delinquent and specially serviced. The
loan is secured by a limited service hotel located in Rock Falls,
Ill.  The loan transferred to special servicing in January 2005
due to declining performance as a result of increased competition
from a hotel located directly across the street from the property.
Losses on this loan are expected to be absorbed by the $15.7
million nonrated class.


CINCINNATI BELL: Annual Shareholders Meeting Slated for Apr. 29
---------------------------------------------------------------
The 2005 Annual Meeting of Shareholders of Cincinnati Bell Inc.
will be held on Friday, April 29, 2005, at 11:00 a.m., Eastern
Daylight Savings Time, at the Cincinnati Museum Center at Union
Terminal, 1301 Western Avenue, Cincinnati, Ohio for these
purposes:

   (1) to elect four Class III directors to serve three-year terms
       ending in 2008;

   (2) to ratify the appointment of Deloitte & Touche LLP as
       independent accountants to audit the financial statements
       of the Company for the year 2005;

   (3) to re-approve the material terms of the performance goals
       of the Cincinnati Bell Inc. 1997 Long Term Incentive Plan;

   (4) to re-approve the material terms of the performance goals
       of the Cincinnati Bell Inc. Short Term Incentive Plan; and

   (5) to consider any other matters that may properly come before
       the meeting.

The Board of Directors has established the close of business on
March 4, 2005, as the record date for determining the shareholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement of the meeting.  Only shareholders of
record at the close of business on the Record Date are entitled to
vote on matters to be presented at the Annual Meeting.

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

At Dec. 31,2004, Cincinnati Bell's balance sheet showed a
$621.5 million stockholders' deficit, compared to a $679.4 million
deficit at Dec. 31, 2003.

As reported in the Troubled Company Reporter on Apr. 7, 2005,
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.  S&P says the outlook is negative.

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Fitch Ratings has assigned ratings to two Cincinnati Bell, Inc.'s
(CBB) issues:

      -- $250 million of 7% senior unsecured notes due 2015 rated
         'B+';

      -- $100 million of 8 3/8% senior subordinated notes due 2014
         rated 'B'.

Fitch says the Rating Outlook is Stable for all ratings.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service affirmed the senior implied and other
ratings for Cincinnati Bell, Inc.  When Moody's upgraded the
ratings on January 25, 2005, we assumed that Cincinnati Bell would
issue $350 million of new senior notes that would rank pari passu
with the existing $500 million of 7.25% senior notes due 2013.
Cincinnati Bell will now be issuing $250 million of new senior
notes and $100 million of additional 8.375% senior subordinated
notes.

Moody's believes this to be a modest change to the company's
capitalization, and thus we are affirming these ratings:

   * Senior implied -- Ba3

   * Issuer rating -- B1

   * $250 million senior secured revolving credit facility -- Ba3

   * $50 million 7.25% Senior Secured Notes due 2023 -- Ba3

   * $250 million (down from $350 million) new Senior Notes due
     2015 -- B1

   * $500 million 7.25% Senior (unsecured) Notes due 2013 -- B1

   * 16% Senior Subordinated Discount Notes due 2009 -- B2

   * $540 million 8.375% Senior Subordinated Notes due 2014 -- B3

   * $100 million (new) 8.375% Senior Subordinated Notes due 2014
     assigned B3


CINCINNATI BELL: Appoints G. Cornett Sits & K. Freyberger as VPs
----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) reported that Gary Cornett will
assume a new role within the organization as Vice President of
Purchasing and Supply Chain Management.  The Company also
announced that it has appointed Kurt Freyberger as Vice President
and Controller of Cincinnati Bell Inc.

Mr. Cornett served as Vice President and Controller of the Company
since February of 2004.  Previously, he served as Controller of
the Cincinnati-based operating subsidiaries of the Company.  With
his appointment to this newly created position, he has been
challenged with increasing efficiency and reducing costs in the
company's logistics operations.

Mr. Freyberger had been an executive with Chiquita Brands
International Inc. since 1996, most recently serving as Assistant
Corporate Controller and Director of Financial Reporting.  Prior
to working at Chiquita, Mr. Freyberger was an audit manager with
PricewaterhouseCoopers LLP.  He holds a Bachelor of Science degree
in Accounting from Western Kentucky University.

"I'm very pleased to announce these new assignments," said Brian
Ross, chief financial officer of Cincinnati Bell Inc.  "This
change provides Gary an opportunity to expand his already
considerable financial management skills.  Kurt's appointment
brings additional strength and experience to our financial team.
The Company will benefit tremendously from their leadership."

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

At Dec. 31,2004, Cincinnati Bell's balance sheet showed a
$621.5 million stockholders' deficit, compared to a $679.4 million
deficit at Dec. 31, 2003.

As reported in the Troubled Company Reporter on Apr. 7, 2005,
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.  S&P says the outlook is negative.

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Fitch Ratings has assigned ratings to two Cincinnati Bell, Inc.'s
(CBB) issues:

      -- $250 million of 7% senior unsecured notes due 2015 rated
         'B+';

      -- $100 million of 8 3/8% senior subordinated notes due 2014
         rated 'B'.

Fitch says the Rating Outlook is Stable for all ratings.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service affirmed the senior implied and other
ratings for Cincinnati Bell, Inc.  When Moody's upgraded the
ratings on January 25, 2005, we assumed that Cincinnati Bell would
issue $350 million of new senior notes that would rank pari passu
with the existing $500 million of 7.25% senior notes due 2013.
Cincinnati Bell will now be issuing $250 million of new senior
notes and $100 million of additional 8.375% senior subordinated
notes.

Moody's believes this to be a modest change to the company's
capitalization, and thus we are affirming these ratings:

   * Senior implied -- Ba3

   * Issuer rating -- B1

   * $250 million senior secured revolving credit facility -- Ba3

   * $50 million 7.25% Senior Secured Notes due 2023 -- Ba3

   * $250 million (down from $350 million) new Senior Notes due
     2015 -- B1

   * $500 million 7.25% Senior (unsecured) Notes due 2013 -- B1

   * 16% Senior Subordinated Discount Notes due 2009 -- B2

   * $540 million 8.375% Senior Subordinated Notes due 2014 -- B3

   * $100 million (new) 8.375% Senior Subordinated Notes due 2014
     assigned B3


CINDY L. SIMPUKAS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cindy L. Simpukas
        5315 Chelsen Wood Drive
        Duluth, Georgia 30097

Bankruptcy Case No.: 05-66438

Chapter 11 Petition Date: April 4, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, North East
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Business Loan Express         Guaranty                  $960,000
645 Madison Avenue
New York, NY 10022

M&T Mortgage Corp.            Guaranty                  $930,000
PO Box 1288
Buffalo, NY 14240-1288

Alchem Chemical Company       Guaranty                  $220,631
Dept. GA00406
PO Box 530110

MBNA American Bank, NA                                   $35,583

GE Corporate Payment          Guaranty                   $23,281
Services

Chase Bank One                Credit Card                $16,782

Sherman Acquisition II, LP                                $5,258

South Trust Bank              Personal line               $4,858

American Express              Credit line                 $4,010

Thornhill Homeowners          Association dues            $1,250
Association

Saint Joseph's Hospital       Medical                       $765

Bank of America               Credit line                   $735


CITATION CORP: Court Approves Amended Disclosure Statement
----------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama approved the adequacy of the
Second Amended Disclosure Statement explaining the Second Amended
Joint Plan of Reorganization filed by Citation Corporation and its
debtor-affiliates.

Judge Mitchell approved the Amended Disclosure Statement on March
31, 2005, the same day the Debtors filed their Amended Disclosure
Statement and Amended Plan.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Plan to creditors and solicit
their votes in favor of the Plan.

Under the Amended Plan, Reorganized Citation will be authorized to
issue 1.5 million shares of New Common Stock and 75,000 shares of
New Preferred Stock with an aggregate liquidation preference of
$75 million.  Reorganized Citation will also issue Stock Purchase
Warrants exercisable for 20% of the New Common Stock measured on
fully diluted basis after giving effect to the Warrants.

On or after the Effective Date, Citation's existing common stock
will be cancelled, the New Preferred Stock and New Common Stock
will be issued to the Pre-Petition Credit Agreement Secured
Parties, and the New Common Stock and Stock Purchase Warrants will
be issued to the holders of Allowed Holdings Notes Claims.

The Reorganized Subsidiaries will retain their Pre-Petition
corporate structures, though the Reorganized Debtors may dissolve
certain non-operating Subsidiaries.  The Reorganized Debtors may
contemplate the merger or dissolution of some Subsidiaries after
the Effective Date upon further discussion and analysis of the
best interests of the Debtors' estates.

The Plan groups claims and interests into eight classes.

Unimpaired claims consist of:

   a) Other Priority Claims to be paid in full without interest
      and no more than 90 days after the Effective Date

   b) Other Secured Claims Holders will receive, at the option of
      the Reorganized Debtors, the net proceeds of the sale or
      disposition of the Collateral, or the Collateral securing
      those holders' allowed claims, or a note with periodic cash
      payments equal to the value of those holders' Secured
      Claims, or other property necessary to satisfy their claims
      as required by the Bankruptcy Code;

Impaired claims consist of:

   a) Pre-Petition Credit Agreement Secured Party Claims will
      receive their Pro Rata share of the New Tranche A Bank Debt,
      a number of shares of New Common Stock equal to those
      holders' Pro Rata share of 95% of the New Common Stock, and
      a number of shares of New Preferred Stock equal to those
      holders' Pro Rata share of the New Preferred Stock;

   b) Allowed Convenience Claims will receive Cash distributions
      equal to the lesser of 50% of the amount of those holders'
      allowed claims or $250 after the Effective Date;

   c) General Unsecured Claims will receive their Pro Rata share
      of the New Subordinated Notes after the Initial Distribution
      Date;

   d) Allowed Holdings Notes Claims will receive their Pro Rata
      share of 5% of the New Common Stock and the Stock Purchase
      Warrants after the Effective Date;

   e) Intercompany Claims receive no distribution under the Plan;
      and

   f) Equity Interests will be cancelled on the Effective Date and
      will not receive any distribution under the Plan.

Full text copies of the Amended Disclosure Statement and Amended
Plan are available at no charge at:

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

      -- and --

http://bankrupt.com/misc/CitationCorporationSecondAmendedChap11Plan.pdf

All ballots must be returned by May 2, 2005, to the Debtors'
voting agent:

     Citation Corporation Claims Processing
     c/o Bankruptcy Services, LLC
     757 Third Avenue, 3rd Floor
     New York, New York 10017

Objections to the Plan, if any, must be filed and served by May 2,
2005.

The Court will convene a confirmation hearing to consider the
merits of the Plan at 2:00 p.m., on May 16, 2005.

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.


CP PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: CP Properties II, Ltd.
        PO Box 1123
        15851 Dallas Parkway, Suite 500
        Addison, Texas 75001

Bankruptcy Case No.: 05-33946

Type of Business: Real Estate

Chapter 11 Petition Date: April 5, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Paul C. Allred, Esq.
                  Paul C. Allred, P.C.
                  6440 North Central Expressway, Suite 501
                  Dallas, Texas 75206
                  Tel: (214) 448-9496
                  Fax: (214) 853-5395

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DAIRY BLOWMOLDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dairy Blowmolding Specialists, Inc.
        1206 US Highway 301
        Building E
        Tampa, Florida 33619

Bankruptcy Case No.: 05-06564

Type of Business: The Debtor specializes in upgrading Uniloy-
                  Milacron Blowmolding.
                  See http://www.dairyblowmolding.com/

Chapter 11 Petition Date: April 7, 2005

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Lynn V. H. Ramey, Esq.
                  Ramey, Ramey & Kampf, P.A.
                  701 West Kennedy Boulevard
                  Tampa, Florida 33606
                  Tel: (813) 241-0123
                  Fax: (813) 241-0205

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Suncoast Schools Federal      Bank loan                 $163,000
Credit Union
P.O. Box 11904
Tampa, FL 33680

Rexel Consolidated            Trade Debt                $114,727
8224 E. Broadway Ave
Tampa, FL 33619

Bank of America               Bank loan                  $83,854
P.O. Box 1070
Neward, NJ 07101

American Express Gold         Trade Debt                 $71,000

Uniloy                        Trade Debt                 $63,126

Dunnte Metal Fabricators,     Trade Debt                 $52,000
Inc.

Wachovia                      Bank loan                  $47,792

PG&H Engineering, Inc.        Trade Debt                 $30,663

Ross Controls                 Trade Debt                 $29,862

Ted Mahr Supply, Inc.         Trade Debt                 $29,492

Wells Fargo                   Trade Debt                 $23,454

Advanta                       Bank loan                  $21,245

Aero Hardware & Supply        Trade Debt                 $18,780
Inc.

Portola                       Trade Debt                 $17,749

FFW                           Trade Debt                 $17,736

Hampton-Tilley Associates     Trade Debt                 $12,311
of Florida

Xaloy, Inc.                   Trade Debt                  $9,750

Parker Hanifen Corp.          Trade Debt                  $9,132

Federal Express Freight       Trade Debt                  $9,084

Marco Fluid Power, Inc.       Trade Debt                  $7,906


DARLENE MATHIS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Darlene Mathis Gardner
        aka D. Mathis
        aka Darlene Gardner
        aka Darlene Mathis
        1300 N Street, Northwest
        Washington, DC 20005

Bankruptcy Case No.: 05-00477

Chapter 11 Petition Date: March 29, 2005

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

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

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


DB COS: Committee Can Object to Insider Claims & Pursue Actions
---------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates, along with the
Official Committee of Unsecured Creditors appointed in their
chapter 11 cases, ask the U.S. Bankruptcy Court for the District
of Delaware to approve a stipulation granting the Committee
derivative standing to pursue certain claim objections and
affirmative claims against the Debtors' insiders.

Some of the Debtors' insiders have filed proofs of claims against
the Debtors' estates that appear "improper" or "objectionable."
The Debtors also made transfers to some Insiders during the
one-year period before they filed for bankruptcy that may be
subject to avoidance and recovery.  Other affirmative claims may
exist against the Insiders.

The Debtors and the Committee agree that the Committee is better
situated to pursue, on behalf of the bankruptcy estates,
objections to the Insider Claims and recoveries of avoidable
transfers made to the Insiders.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman, Jr., Esq., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated $100 million in assets and
debts of approximately $65 million.


DEVON MOBILE: Trustee Has Until September 26 to Object to Claims
----------------------------------------------------------------
Buccino & Associates, Inc., as the Liquidation Trustee in Devon
Mobile Communications, LP, and its debtor-affiliates' chapter 11
cases, has worked diligently to timely resolve each of the proofs
of claim and interest filed against the estates.  The Liquidation
Trustee has filed and prosecuted claim objections.  Despite the
Devon Trustee's efforts, there are still a number of claims
outstanding.

At the Trustee's request, the Honorable Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware extended the
deadline to object to administrative and other claims filed in
Devon's Chapter 11 cases to September 26, 2005.

Kara S. Hammond, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, says that the extension will provide
the Liquidation Trustee with adequate time to effectively
evaluate all outstanding claims, prepare and file additional
objections to claims and, where possible, attempt to consensually
resolve disputed claims.

Devon Mobile Communications filed for Chapter 11 protection on
August 19, 2002 (Bankr. D. Del. Case No. 02-12431).  Lawyers at
Saul Ewing, LLP, represent the Debtor.  Devon is 49% owned by
Adelphia Communications Corporation.  (Adelphia Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Ends PGE Sale to Texas Pacific & Will Distribute Stock
------------------------------------------------------------------
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
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.


FEDERAL-MOGUL: Relocating St. Johns' Operation to Mexico
--------------------------------------------------------
High production cost prompts Federal-Mogul Corporation to
relocate several low-profit product lines in St. Johns, Michigan,
to a cheaper facility in Puebla, Mexico, in order to preserve the
business, Barbara Wieland of Lansing State Journal reports.

In a written statement to the Lansing State Journal, Federal-
Mogul's spokesperson Paula Silver said, "it has become apparent
that St. Johns will not be able to meet the planned targets for
2005."

The company has been trying to keep its operations afloat in St.
Johns, Greenville and Sparta by securing wage concessions and tax
breaks.  But, Ms. Silver tells the Lansing State Journal, high
steel prices and demand for lower auto parts prices dragged the
profits down.

Federal-Mogul employs 470 workers at its plant in St. Johns.
About 320 Federal-Mogul employees work in Greenville and Sparta.
According to Ms. Weiland, the company won't say if the relocation
to Mexico will result in layoffs.

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)


FORMAL FASHIONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Formal Fashions, LLC
        dba Mr. Formal
        dba Michael's Formalwear
        2214 W. Washington Boulevard
        Sarasota, Florida 34234

Bankruptcy Case No.: 05-06224

Type of Business: The Debtor operates tuxedo rental stores.

Chapter 11 Petition Date: April 5, 2005

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez PA
                  119 South Dakota Avenue
                  Tampa, Florida 33606
                  Tel: (813) 301-1000
                  Fax: (813) 301-1001

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Tuxacco Inc.                                   $31,904
Lord West Accessories
PO Box 456
Bristol, PA 19007

Verizon Directories                            $30,878
PO Box 619009
DFW Airport, TX 75261

Lord West                                      $25,000
247 Rittenhouse Ctr
PO Box 2145
Bristol, PA 19007

GMAC Commercial Credit                         $24,622

Kerkering Barberios Co                         $21,005

Vijay Luthra                                   $19,260

Fabian Couture Group                           $16,710

Hartsford Fire Insurance                       $16,440

Michael's Formal Wear                          $16,000

Verizon                                        $15,871

Sprint Yellow Pages                            $14,204

KB Information Svcs                            $13,714

Schifino Lee                                   $12,739

Plaza Walk Partners                            $12,406

Regency Squares                                $11,808

Bellsouth                                      $11,509

IR Mall Assoc Ltd.                             $11,197

Shoppingtown LLC                               $10,894

CSS Trading Co. Inc.                           $10,591

Desoto Square                                   $9,971


GENERAL GROWTH: Fitch Assigns Low-B Ratings on Five Debts
---------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative ratings for General Growth Properties, Inc. (GGP) and its
subsidiaries:

   General Growth Properties, Inc.:

      -- Senior unsecured issuer to 'BB' from 'BB+';
      -- Preferred stock shelf to 'B+' from 'BB'.

   Price Development Co., LP (Price):

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

Fitch has also assigned these ratings:

   General Growth Properties, Inc.:

      -- Bank facility 'BB'.

   Rouse LP

      -- Senior unsecured debt 'BB'.

The Rating Outlook for GGP and its subsidiaries is now Stable.
Approximately $8.4 billion of debt is affected by Fitch's action.

The lowering of GGP's senior unsecured and preferred stock rating
principally reflects the company's aggressive capitalization and
unencumbered asset strategy following its acquisition of The Rouse
Company, Inc.  GGP's leverage, defined as total debt divided by
total undepreciated book capital, increased to 81.69% at Dec. 31,
2004 from its historical range of 55% to 65%.  This concern is
partially offset by management's commitment to reduce leverage
towards its historical range through the sale of non-core
properties as well as issuance of equity.  Nevertheless, Fitch
expects that the company's leverage will remain above 70% for the
foreseeable future.

The Rouse acquisition also added approximately $2 billion of
development in progress and land assets to the company, which
Fitch generally believes are less leverageable than traditional
fully leased operating properties.

The ratings assume a decline in leverage over the next 12 to 18
months based on GAAP measures.  Fitch would revisit its Rating
Outlook for GGP absent favorable movement in GAAP leverage metrics
in this time period.

Another concern centers on the company's financing strategy.  GGP
has announced that it may refinance its unsecured bank facilities
in part by placing mortgages on existing unencumbered properties,
and increasing leverage on existing encumbered properties.  In
Fitch's view, this strategy limits the company's financial and, to
a lesser degree, operational flexibility.  On a consolidated
basis, Fitch estimates that GGP has less than $1 billion of
unencumbered operating properties at gross book value supporting
over $8 billion of unsecured debt.

In addition, the high volume of recently acquired assets in
combination with its aggressive capitalization exposes the company
to substantial market risk.  Over 50% of the company's assets have
been constructed or acquired within the last two years - a period
of exceptional appreciation for commercial real estate assets.
These assets are now reflected on GGP's balance sheet with book
value reflecting asset prices at or near peak valuations.
Although Fitch does not expect a sharp correction in the retail
real estate market or a significant downturn in consumer retail
spending in the near term, this may leave the company more
vulnerable to changing economic conditions over time than other
real estate investment trusts.

Partially offsetting these concerns is the company's size, tenant
diversity, property quality, and long history of demonstrating
solid financial results.  GGP is now the largest equity REIT by
undepreciated book asset value.  In addition, the company's
largest tenant contributes less than 2.8% of total net operating
income and the largest tenants represent well known, and in some
cases investment-grade rated retailers.  The Rouse acquisition
increased the company's total portfolio to 221 managed retail
properties spread across 42 states.  In Fitch's view, this creates
a highly diverse, robust cash flow stream that helps to insulate
the company from regional economic volatility.

Fitch views GGP's property management expertise and broad
relationship network as core strengths.  The company is believed
to have broad and deep relationships with many of America's major
retailers contributing to strong property level performance.  The
company also leverages its expertise to actively manage and
continually update its retail properties, which has ultimately
been reflected in strong lease renewals and re-leasing spreads.
Same store net operating income improvements were 4.3% in 2004 and
3.8% in 2003, both of which were at or near the top of the
company's peer group.

The notching applied to the Price unsecured debt, which at 'BB+'
one notch higher than the 'BB' GGP issuer rating, reflects the
strength of the bond covenants requiring unencumbered asset
coverage of 150% of unsecured debt as well as the short maturity
and annual repayment schedule of the bonds resulting in high
repayment visibility.  Rouse bondholders, by contrast, do not have
an unencumbered asset requirement and as a result do not receive a
notching benefit.  However, Fitch does believe that the Rouse
Bonds receive some additional protection from a 65% debt to total
assets covenant, which is lower than GGP's overall leverage.

The two notch lowering of the preferred stock shelf rating is also
reflective of higher leverage levels and Fitch's view that a
significant portion of the book value of the company's portfolio
currently reflects peak market valuations.  Fitch believes this
would impact subordinated instruments, particularly from a
recovery standpoint, to a greater degree than senior obligations.

Based in Chicago, Ill., GGP is one of the nation's largest REITs
with $27.2 billion of gross balance sheet assets at Dec. 31, 2004.
The company owns or has financial interests in 173 million square
feet of gross leasable area throughout 44 states in its retail
portfolio and nearly 6 million square feet of office and
industrial space.  The company also owns approximately 75,000
acres of land in its community development segment.


GENEVA STEEL: Mabey & Murray Replaces LeBoeuf as Local Counsel
--------------------------------------------------------------
With U.S. Bankruptcy Court for the District of Utah's approval,
Geneva Steel LLC replaced LeBoeuf Lamb Greene & MacRae with Mabey
& Murray LC as its bankruptcy counsel, nunc pro tunc Mar. 14,
2005.

LeBoeuf has acted as the Debtor's counsel since Jan. 25, 2002, and
also acted as counsel to the Debtor's predecessor-in-interest,
Geneva Steel Company, in its 1999 chapter 11 proceeding.

LeBoeuf closed its Salt Lake City office, effective March 11,
2005.  Attorneys previously associated with LeBoeuf, including all
of those who assisted in the Debtor's representation prior to the
closure, joined Mabey & Murray, a newly established law firm
located in Salt Lake City.

Mabey & Murray's responsibilities include:

   (1) advising the Debtor in its rights, powers, and duties as
       debtor and debtor-in-possession;

   (2) taking all necessary action to protect and preserve the
       Debtor's estate including:

       (a) the prosecution of actions on the Debtor's behalf,

       (b) the defense of actions commenced against the Debtor,

       (c) the negotiation of disputes in which the Debtor is
           involved, and

       (d) the preparation of objections to claims filed against
           the estates;

   (3) assisting in preparing on the Debtor's behalf all necessary
       motions, applications, answers, orders, reports, and papers
       in connection with the administration of the Debtor's
       estate;

   (4) assisting in presenting the Debtor's proposed plan of
       reorganization and all related transactions and any related
       revisions, amendments, etc.; and

   (5) performing all other necessary legal services in connection
       with the Debtor's chapter 11 case.

Mabey & Murray will coordinate efforts with Kaye Scholer LLC, the
Debtor's lead counsel.

Steven J. McCardell, Esq., a member of Mabey & Murray, discloses
that his firm's professionals bill:

                                             Hourly Rate
                                             -----------
            Members                         $325 to $500
            Associates                      $160 to $280
            Paraprofessionals               $100 to $115

Mr. McCardell assures the Court that his firm's members and
associates do not have any connection with or any interest adverse
to the Debtor, its creditors or any other party-in-interest.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


INTERPLAY ENT: Rose Snyder Replaces Squar Milner as Auditors
------------------------------------------------------------
The Audit Committee of Interplay Entertainment Corporations's
Board of Directors appointed Rose, Snyder & Jacobs, a Corporation
of Public Accountants, as its new independent public accounting
firm to audit its financial statements on March 30.

On March 11, 2005, the Company was informed by Squar, Milner,
Reehl & Williamson, LLP that Squar Milner was resigning as the
Company's independent registered public accounting firm.  Pursuant

During the years ended December 31, 2002, and 2003, the Company's
consolidated financial statements did not contain any adverse
opinion or disclaimers of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles,
other than an explanatory paragraph regarding an uncertainty as to
the Company's ability to continue as a going concern.

In a letter to the Company dated February 8, 2005, Squar Milner
noted a material weakness in the Company's internal control over
financial reporting during their interim review of the Company's
unaudited consolidated financial statements as of September 30,
2004 and for the quarter then ended included in the Company's
September 30, 2004 Form 10-Q, filed with the Securities and
Exchange Commission on December 22, 2004.  In the letter, Squar
Milner says:

   "We noted that the Company began losing most of its personnel
    beginning in June 2004 through layoffs and resignations.  Well
    before September 30, 2004, substantially all accounting
    department personnel, except for the controller, had departed
    the Company.  Additionally, most other Company personnel that
    the Company's accounting department interacts with to provide
    information necessary to produce timely and accurate financial
    statements had also departed the Company well before September
    30, 2004.  While we were able to overcome this internal
    control deficiency in order to complete our interim review, we
    believe that this internal control deficiency rises to the
    level of a material weakness in the financial reporting
    process for the Company."

Interplay Entertainment Corp. develops and publishes interactive
entertainment software for core gamers and the mass market.


INTERPUBLIC GROUP: Fitch Puts Bank Loan's B+ Rating on Watch Neg.
-----------------------------------------------------------------
Fitch Rating's 'B+' senior unsecured and multicurrency bank credit
facility ratings for The Interpublic Group of Companies -- IPG --
remain on Rating Watch Negative following the company's April 5,
2005, announcement of preliminary and unaudited revenue and
operating earnings for 2004.  The status of the IPG's full-year
2004 audit and filing of its Form 10-K remains uncertain and Fitch
continues to be concerned about the reliability of the company's
financial reporting.  Fitch expects to conclude its review and
resolve its Rating Watch status on IPG following the filing of the
company's Form 10-K for 2004 and the auditors' opinion on those
statements.

Fitch lowered IPG's ratings to 'B+' from BB+' and placed the
ratings on Rating Watch Negative on March 11, 2005.  These actions
reflected the increased levels of negative event risk at IPG,
concerns about the reliability of the company's financial
reporting and the ability of IPG's auditors to provide an
'unqualified' opinion about the company's financial reports, and
IPG's earnings and cash flow outlook, given the company's weak
organic growth trends and significant pressures on operating
margins.

Certain event risks have been resolved since this rating action.
On March 30, 2005, IPG announced that it had received covenant
waivers on all of its bonds that extend the 'event of default'
filing requirement date for the company's Form 10-K from March 31,
2005, to Sept. 30, 2005, and extend the filing requirement of the
Form 10-Q for the first and second quarters of 2005 to Sept. 30,
2005.  Furthermore, on March 31, 2005, IPG received waivers and
amendments on its $700 million of credit facilities from the bank
syndicate related to the late-filing covenant, extending the
required filing date for the Form 10-K from March 31, 2005, to
June 30, 2005 and the Form 10-Q for the first quarter of 2005 to
July 31, 2005.  IPG also received amended financial covenants for
minimum interest coverage, maximum debt/EBITDA leverage, and
minimum EBITDA.


INTERSTATE BAKERIES: Gets Court Nod to Reject 19 Leases
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to reject real property leases for 19 locations to
reduce substantial postpetition administrative costs that
constitute an unnecessary drain on the Debtors' cash resources.

As reported in the Troubled Company Reporter on March 4, 2005,
according to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom, LLP, in Chicago, Illinois, the Debtors need to reject the
Real Property Leases because they are:

    -- financially burdensome;

    -- unnecessary to the Debtors' ongoing operations and
       business; and

    -- not a source of potential value for the Debtors' future
       operations, creditors and interest holders.

The Debtors intend to reject 15 Real Property Leases effective as
of March 23, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Pacesetter            22482 Muirland B, Lake       12/22/1983
    Muirlands, LLC        Forest, California

    56935 Elk Court       56935 Elk Court, Elkhart,    01/19/1998
    Land Trust            Indiana

    Polly M. Cerasa       820 Richey Hwy, Pasadena,    09/23/1965
                          Texas

    GC Acquisition Corp.  1706 Woodman Dr.,            03/19/1996
                          Kettering, Ohio

    Complete Medical      796 E Laurel Rd., London,        -
    Supply                Kentucky

    Goldsmith             10370 Julian Dr., Woodlawn,  10/22/1997
    Properties            Ohio

    Dan Ward (Nominee     Southway Village, Taunton,   06/27/1994
    of Investors          Massachusetts
    Services Company
    Trust)

    Ale Importers, LLC    625 East Montgomery St.,         -
                          Villa Rica, Georgia

    Middletown Better     601 North Verity Parkway     05/21/1971
    Homes Company         Middletown, Ohio

    Roxanne and James     1818 N Mitchell, Cadillac    08/24/1975
    Nixon                 Michigan

    Jaxwil Enterprises    138 Shurfine Drive, Ankeny   11/13/2002
                          Iowa

    Philip and Doris      1357 Tamiami Trail Fort      11/11/1994
    Folger                Myers, Florida

    Seed Investments,     203 N Cedar St., Mason       05/01/1992
    LLC                   Michigan

    Management/           5250 Grand Avenue, Gurnee,   09/10/1998
    Marketing Services,   Illinois
    Inc.

    J. Harrison, Trustee  824 North Illinois, Route    10/19/2000
                          83 Mundelein, Illinois

The Debtors also want to reject four Real Property Leases
effective as of February 28, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Sunpro, LLC           1618 Buckhannon Pike,        08/04/1997
                          Nutter Fort, West Virginia

    IRET Properties, LP   5306 Business Highway 51,    07/12/1993
                          Schofield, Wisconsin

    Blackstone            2201 East 62nd Street,       07/10/1987
    Development           Indianapolis, Indiana

    Katella Cottages,     9384-86 Katella Ave.,        01/31/1996
    LLC                   Garden Grove, California

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


IRVING TANNING: Bernstein Shur Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave Irving
Tanning Company permission to employ Bernstein, Shur, Sawyer &
Nelson, P.A., as its general bankruptcy counsel.

Bernstein Shur will:

   a) advise the Debtor with respect to its powers and duties as a
      debtor in possession and the continued management and
      operation of its businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest, respond to creditor
      inquiries, and advise and consult the Debtor on the conduct
      of the case, including all of the legal and administrative
      requirements of operating under chapter 11;

   c) negotiate and prepare on behalf of the Debtor a plan or
      plans of reorganization, and all related documents, and
      prosecute the plan or plans through the confirmation
      process;

   d) represent the Debtor in connection with any adversary
      proceedings or automatic stay litigation that may be
      commenced in the proceedings and any other action necessary
      to protect and preserve the Debtor's estate;

   e) advise the Debtor in connection with any sale of assets, and
      represent and advise the Debtor regarding post-confirmation
      operations and consummation of a plan or plans of
      reorganization;

   f) prepare necessary motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      Debtor's estate; and

   g) perform all other legal services to the Debtor necessary in
      its chapter 11, including services or legal advice relating
      to applicable state and federal laws and securities, labor,
      commercial, and real estate laws.

Michael A. Fagone, Esq., a Shareholder at Bernstein Shur, is the
lead attorney for the Debtor.  Mr. Fagone discloses that the Firm
received a $20,000 retainer.  Mr. Fagone charges $215 per hour for
his services.

Mr. Fagone reports Bernstein Shur's professionals bill:

    Professional            Designation     Hourly Rate
    ------------            -----------     -----------
    Robert J. Keach         Shareholder        $385
    Leonard M. Gulino       Shareholder        $230
    Todd D. Ross            Associate          $115
    Daniel J. Murphy        Associate          $110
    Sheila R. Dilios        Paralegal          $100

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

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423). When the Debtor filed for
protection from its creditors, it listed total assets of $22
million and total debts of $15 million.


IRVING TANNING: Look for Bankruptcy Schedules on May 2
------------------------------------------------------
Irving Tanning Company asks the U.S. Bankruptcy Court for the
District of Maine for more time to file its Schedules of Assets
and Liabilities, Statements of Financial Affairs, Statements of
Executory Contracts and Unexpired Leases.  The Debtor wants until
May 2, 2005, to file those documents.

The Debtor explains that due to the complexity of its financial
condition, and because its professionals were busy obtaining
authority to use cash collateral and finding a replacement source
of working capital in the early stages of its bankruptcy
proceedings, it need more time to accurately prepare the Schedules
and Statements.

The Debtor relates that the U.S. Trustee does not oppose this
request.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


ISTAR FINANCIAL: Moody's Upgrades Sr. Unsec. Notes' Rating to Baa3
------------------------------------------------------------------
Moody's Investors Service announced today that it has upgraded its
rating on the 7.95% senior unsecured notes of TriNet Corporate
Realty Trust, Inc. to Baa3, from Ba1, due to TriNet's merger with
and into its parent, iStar Financial Inc. and the resulting direct
obligation of these senior notes by iStar.  TriNet was formerly a
wholly-owned subsidiary of iStar.

Moody's also has withdrawn the ratings of the 7.7% senior
unsecured notes due 2017 of TriNet as a result of the completed
exchanged offer for these notes by iStar.  iStar exchanged its
5.7% Series B Senior Notes due 2014 for virtually all of TriNet's
outstanding 7.7% Senior Notes, and redeemed the remaining
principal balance for cash.

iStar Financial Inc. [NYSE: SFI], a property finance company that
is taxed as a real estate investment trust, provides structured
mortgage, mezzanine and corporate net lease financing.

iStar financial is headquartered in New York City, and has assets
of $7.2 billion at December 31, 2004.


HARRAH'S ENT: Anticipates $0.95 to $0.99 1st Quarter Adjusted EPS
-----------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE:HET) said it expects to report
Adjusted Earnings Per Share of 95 to 99 cents for the first
quarter of 2005.

The estimate compares with Adjusted EPS of 76 cents reported for
the first quarter of 2004 and analysts' consensus estimate of 83
cents for the first quarter of 2005.

Adjusted EPS is not a Generally Accepted Accounting Principles
(GAAP) measurement but is commonly used in the gaming industry as
a measure of performance and as a basis for valuation of gaming
companies.  In addition, analysts' per-share earnings estimates
for gaming companies are comparable to Adjusted EPS.

After consideration of costs related to the pending acquisition of
Caesars Entertainment, Inc., a charge resulting from the early
extinguishment of debt, write-downs and reserves and project
opening costs, diluted earnings per share for the first quarter
are expected to be 89 to 93 cents.  In the first quarter of 2004,
the company reported diluted earnings per share of 73 cents.

"We expect to report strong operating results," said Gary Loveman,
chairman, chief executive officer and president of Harrah's
Entertainment.  "Our geographic distribution, marketing expertise,
nationwide customer-loyalty program and prudent capital
investments produced solid performances across the country.

"The Horseshoe Gaming portfolio, acquired on July 1, 2004,
continued to make a significant contribution to our earnings in
the first quarter," Mr. Loveman said.  "We estimate that the three
Horseshoe properties added 7 to 8 cents to earnings per share in
the first quarter. The early success of the Horseshoe acquisition
bodes well for our pending acquisition of Caesars.

"Acquisitions were not the only growth driver during the quarter,
as our organic growth continued unabated," Mr. Loveman said.  "We
expect to report same-store sales growth of approximately 6
percent in the first quarter.  This is further evidence of the
effectiveness of our cross-marketing strategy and customer-loyalty
initiatives, such as Total Rewards 2 and Fast Cash."

Harrah's Chief Operating Officer Tim Wilmott commented on
operating performances by region.

"Strong results at our three Southern Nevada properties propelled
the West Region to what we expect will be yet another record
quarter," Mr. Wilmott said.  "These results more than offset
weather-related declines in business at our Northern Nevada
properties.

"East Region results are expected to be similar to last year's
levels, as more efficient marketing spending offset business
volume declines caused by inclement weather and an aggressive
promotional environment," Mr. Wilmott said.

"Our significant investments in the North Central Region paid off
with an expected record quarter," Mr. Wilmott said.  "The addition
of Horseshoe Hammond, a lower gaming tax rate in Iowa and gains
driven by the recent expansion of Harrah's St. Louis all
contributed to growth in this region.

"The Horseshoe acquisition also played a key role in what is
expected to be a record quarter for the South Central Region," Mr.
Wilmott said.  "The region's performance was driven by the
additions of Horseshoe Bossier City and Horseshoe Tunica, as well
as yet another expected strong quarter from Harrah's New Orleans."

Management fee revenues are expected to be higher in the first
quarter of 2005 due to expansion-driven increases in business at
managed properties.

First-quarter corporate expenses are expected to rise compared to
the year-ago quarter.  Amortization of intangible assets is
expected to increase as a result of the Horseshoe acquisition.
Interest expense is also expected to increase due to higher debt
levels associated with the Horseshoe acquisition.

The company expects to report first-quarter 2005 results on
April 20, 2005.

                        About the Company

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

Caesars Entertainment's Board of Directors in July 2004 accepted
an offer from Harrah's Entertainment, Inc., to acquire Caesars 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-'.


HOLLYWOOD ENT: Amends Sr. Debt Tender Offer & Consent Solicitation
------------------------------------------------------------------
Hollywood Entertainment Corporation (Nadsaq: HLYW) said that, in
connection with the previously announced tender offer and consent
solicitation for any and all of its $225,000,000 outstanding
principal amount of 9.625% Senior Subordinated Notes due 2011, it
has amended the Total Consideration to be paid for the Notes and
has extended the Consent Payment Deadline.

As described in the Offer to Purchase for Cash and Consent
Solicitation Statement dated March 24, 2005, the Total
Consideration is determined by reference to a fixed spread over
the bid-side yield to maturity of the 3.375% U.S. Treasury Note
due February 28, 2007.  The currently scheduled Price
Determination Date is April 7, 2005.  Hollywood has amended the
fixed spread from 62.5 basis points to 50 basis points.

In addition, Hollywood has extended the Consent Payment Deadline.
The Consent Payment Deadline, which was scheduled to expire at
5:00 p.m., New York City time, on April 7, 2005, has been extended
to 5:00 p.m., New York City time, on April 12, 2005, unless
further extended or earlier terminated.  Holders who validly
tender their Notes by the Consent Payment Deadline will be
entitled to a consent payment of $30 per $1,000 principal amount
of Notes as part of the Total Consideration.

All other terms relating to the determination of the Total
Consideration and the Tender Offer Consideration will remain as
described in the Statement.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on April 21, 2005, unless extended or earlier
terminated.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Withdrawal Deadline, which will be the
earlier of:

     (i) the Consent Payment Deadline and

    (ii) 5:00 p.m., New York City time, on the business day
         following the business day on which Hollywood issues a
         press release announcing that it has obtained the
         consents from holders of at least a majority in aggregate
         principal amount of the Notes, unless that date is
         extended.

The obligation of Hollywood to accept for purchase and pay for the
Notes in the tender offer is conditioned on, among other things,
the satisfaction or waiver of all conditions precedent to the
completion of the acquisition of Hollywood by Movie Gallery, Inc.,
and the receipt of consents to the Proposed Amendments from the
holders of at least a majority of the aggregate principal amount
of outstanding Notes, each as described in more detail in the
Statement.

Wachovia Securities has advised Hollywood that Wachovia Securities
has received verbal commitments from the holders of a majority of
the aggregate principal amount of outstanding Notes that such
holders intend to tender their Notes pursuant to the tender offer
and consent solicitation, as amended.

This announcement is neither an offer to purchase, nor a
solicitation of an offer to purchase, nor a solicitation of
tenders or consents with respect to, any Notes.  The tender offer
and the consent solicitation are being made solely pursuant to the
Statement and related Letter of Transmittal and Consent.

Hollywood has retained Wachovia Securities to serve as the dealer
manager and solicitation agent for the tender offer and the
consent solicitation.  Questions regarding the tender offer and
the consent solicitation may be directed to Wachovia Securities at
(704) 715-8341 or (866) 309-6316. Requests for documents in
connection with the tender offer and the consent solicitation may
be directed to MacKenzie Partners, Inc., the information agent, at
(212) 929-5500 or (800) 322-2885.

Hollywood, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from its
shareholders with respect to the transactions contemplated by the
Agreement and Plan of Merger by and among Movie Gallery, TG
Holdings, Inc., a wholly owned subsidiary of Movie Gallery, and
Hollywood dated as of January 9, 2005.  Information about the
directors and executive officers of Hollywood and their interests
in the transactions contemplated by the Merger Agreement,
including their ownership of Hollywood common stock, is set forth
in the proxy statement for Hollywood's special meeting to consider
the Merger Agreement, which was filed with the SEC on March 21,
2005.  Investors and security holders may obtain additional
information regarding the interests of these potential
participants by reading the proxy statement and the other relevant
documents filed with the SEC as they become available.

                          *     *     *

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


L.A. Graphics: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L.A. Graphics, Inc.
        15 Ellwood Court
        Greenville, South Carolina 29607

Bankruptcy Case No.: 05-04009

Type of Business: The Debtor is a commercial graphic designer
                  See: http://www.la-graphics.com/

Chapter 11 Petition Date: April 5, 2005

Court: District of South Carolina (Spartanburg)

Judge: Chief Judge Wm. Thurmond Bishop

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  Robinson, Barton, McCarthy,
                  Calloway & Johnson, P.A.,
                  1715 Pickens Street,
                  Columbia, South Carolina 29211
                  Tel: (803) 256-6400

Total Assets: $2,987,066

Total Debts: $3,265,639

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Carolina First Bank                                     $170,000
102 South Main Street
Greenville SC 29601

Carolina First Bank                                     $140,000
102 South Main Street
Greenville SC 2960

3M                                                      $161,674
PO Box 200715
Dallas TX 75320-0715

Arlon Sign Tech Ltd                                      $66,021
co B of A
2926 Collection Center Drive
Chicago IL 60693

Verseidag Seemee US Inc                                  $53,923
4 Aspen Drive
Randolph NJ 07869

Arlon Adhesives and Films Division                       $52,807
PO Box 98116
Chicago IL 60693

Carolina First Bank Visa                                 $49,584
PO Box 7968
Columbia SC 29202-7968

UPS                                                      $43,639
PO Box 7247-0244
Philadelphia PA 19170-0001

Cooley Group                                             $31,524
co Citizens Bank
PO Box 345210
Boston MA 02284-5210

Trim USA Inc                                             $28,992
3105 Big Oaks Drive
Tobaccoville NC 27050

Watkins Motor Lines Inc                                  $18,542
PO Box 95001
Lakeland FL 33804-5001

NAI Earle Furman LLC                                     $17,813
Property Management Division
101 E Washington St Ste 400
Greenville SC 29601

Vutek                                                    $16,915
aka Inkwear
PO Box 845230
Boston MA 02284

Blue Cross and Blue Shield                               $13,914
PO Box 6000
Columbia SC 29260

Stafford Textiles Limited                                $13,661
2200 Lakeshore Blvd West
Suite 308
Toronto Ontario
Canada M8V1A4

Southeastern Freight                                     $12,437
PO Box 1691
Columbia SC 29202

Ultraflex Systems Inc                                    $10,741
1578 Sussex Turnpike
Building 4
Randolph NJ 07869

Selective Insurance                                       $9,508
PO Box 371468
Pittsburgh PA 15250-7468

Beckman Lawson LLP                                        $9,293
co Jack E Roebel
912 South Calhoun Street
Fort WAyne IN 46802

International Sign Association                            $4,500
707 North Saint Asaph Street
Alexandria VA 22314-1911


LAIDLAW INT'L: Cash Tender Offer for $202 Million Notes Expires
---------------------------------------------------------------
Laidlaw International, Inc. (NYSE: LI), disclosed the expiration
at 5:00 pm (EDT) on April 4, 2005, of its offer at par for up to
$202,000,000 of the 10-3/4% Senior Notes due 2011 as described in
its Offer to Purchase dated March 4, 2005.  An aggregate principal
amount of $2,450,000 of Notes was validly tendered to Deutsche
Bank Trust Company Americas, the paying agent for the Offer to
Purchase.  Laidlaw made payment to the paying agent in the amount
of 100% of the principal amount of the Notes tendered plus accrued
and unpaid interest.

Questions regarding the Offer and requests for documents may be
directed to D.F. King & Company ((800) 431-9645), the information
agent for the Offer.

This announcement is not an offer to purchase or a solicitation of
an offer to sell the Notes or any other security.  The tender
offer is being made solely by means of the Offer to Purchase which
has been prepared by Laidlaw in connection with the Offer.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LAIDLAW INT'L: Earns $236.2 Million of Net Income in 2nd Quarter
----------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) reported the results for its
second quarter ended February 28, 2005.  The company had income
from continuing operations of $20.7 million as compared to income
from continuing operations of $3.8 million for the second quarter
of the last fiscal year.  Diluted earnings per share from
continuing operations were $0.20 for the second quarter of 2005
as compared to $0.04 in the prior year's quarter.

During the quarter the company sold its healthcare businesses and
their results are presented as discontinued operations.  The sale
resulted in a gain of $210.4 million which, when combined with the
operating results of the healthcare businesses through the
February 10, 2005 sale date, produced $215.5 million of income
from discontinued operations.  Net income for the quarter totaled
$236.2 million or $2.36 per basic share.

"The results this quarter benefited from the focus each of our
operations had on improving margins as well as from better weather
with fewer snow days than last year," said Kevin Benson, President
and Chief Executive Officer of Laidlaw International, Inc.  "In
addition, we had very favorable insurance and claims costs in the
quarter as compared to prior year.

"The sale of the healthcare companies enabled us to significantly
reduce indebtedness and we are now examining alternatives to
reduce the cost of our remaining debt," Mr. Benson added.  "I
believe our resulting balance sheet will show considerable
strength and move us closer towards our goal of an investment
grade rating."

Revenue of $763.7 million was relatively flat as compared to prior
year.  Favorable foreign exchange translation offset the impact of
the company's efforts to focus on improving profitability by
shedding under-performing contracts and bus routes.

Operating income for the second quarter of 2005 was $50.9 million,
an increase of $31.4 million, compared to $19.5 million for the
prior year quarter.  Second quarter EBITDA (a non-GAAP financial
measure, representing operating income plus depreciation and
amortization) was $115.9 million as compared to an EBITDA of $80.4
million in the second quarter of fiscal 2004, and reflects
improvements in all three business segments.  While lower
insurance and claims costs contributed most of the improvement,
further benefits were also realized from improved
operations.  The continued focus across each of the businesses to
improve labor productivity and reduce operating costs more than
offset rising fuel prices.

Insurance and claims costs as a percentage of revenue were
significantly lower than prior year reflecting favorable trends
and disproportionately high claims costs in the first half of
fiscal 2004.  In the second half of fiscal 2004, these costs as a
percentage of revenue declined to 5.5% from 8.0% for the first
half of fiscal 2004.  The company expects a more even
distribution of costs in the current year and does not anticipate
the year over year improvement in insurance and claims costs to
continue in the second half of fiscal 2005.

Schedules reconciling EBITDA to income from continuing operations
and EBITDA to net cash provided by operating activities are
provided as a supplement to this release.

As the company has outlined in the past, the strategic plans
prioritize improvements in profitability rather than revenue
growth.  As a result, consolidated revenue from continuing
operations for fiscal 2005 is expected to be flat to down 2% over
fiscal 2004.  EBITDA from continuing operations for fiscal 2005 is
projected to range from $405 to $420 million.  On a continuing
operations basis Laidlaw reported an EBITDA for fiscal 2004 of
$373 million.  Net capital expenditures for fiscal 2005 are
projected to be approximately $170 to $180 million.

As of February 28, 2005, the company had unrestricted cash and
cash equivalents of $296.4 million and debt outstanding of $544.3
million.  At the end of the quarter, the pension liability was
$99.6 million reflecting the contribution of the proceeds of the
sale of stock in the pension trust.  Laidlaw acquired and retired
the shares from the pension trust during the quarter.  Net capital
expenditures for the six month period were $52.6 million as
compared to $89.4 million for the prior year.

Included with the financials in this press release is a
supplemental schedule of results on a continuing operations basis
of fiscal 2004 third and fourth quarter.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LEHMAN BROTHERS: Fitch Rates $25.1 Million Mortgage Trust at BB-
----------------------------------------------------------------
Fitch Ratings upgrades Lehman Brothers Floating Rate commercial
mortgage trust 2002-LLF-C3:

    -- $4.7 million class F to 'AAA' from 'AA';
    -- $36.9 million class G to 'AAA' from 'A+'.

In addition, Fitch affirms these classes:

    -- Interest Only (IO) classes X-2 and X-FLP at 'AAA';
    -- $25.1 million class H at 'A';
    -- $25.1 million class J at 'BBB+';
    -- $20 million class K at 'BBB';
    -- $25.3 million class L at 'BBB-';
    -- $25.1 million class M at 'BB-'.

Classes A, X-1, X-FLWPB, X-FLWT, X-FLH, X-XSWPB, B, C, D, and E
have paid in full.

The recent repayment of the Decorative Center loan and scheduled
amortization have resulted in increased credit enhancements to the
classes.  As a result, Fitch upgraded the two senior most classes
outstanding.  Future downgrades to classes J through M are
possible, however, if leasing activity and net cash flow
performance continue to deteriorate at Michigan Industrial
Portfolio and the Boulder Portfolio.  As of the March 2005
distribution date, the pool's outstanding principal balance has
been reduced 85.2% to $162.3 million from $340.8 million at
issuance.  Sixteen loans have paid off since issuance.

The Michigan Industrial Portfolio (53.3%) is secured by 25
industrial properties containing nearly 5.2 million square feet --
sf -- in the Grand Rapids Michigan submarket.  Overall portfolio
occupancy as of December 2004 was 62.6% as of Dec. 31, 2004,
compared to 68% at last review and 81% at issuance.  As of year-
end 2004 the Fitch adjusted net cash flow -- NCF -- decreased
45.8% since issuance reflecting the declines in occupancy.  The
Fitch stressed debt service coverage ratio -- DSCR -- for the
trust mortgage balance as of YE 2004 was 0.74 times compared to
1.37x at issuance.  Affiliates of Kojaian Management Co, one of
the largest industrial owners in the submarket, own and manage the
properties and are actively marketing the vacant space.  Although
Fitch remains concerned with the loan performance, the trust
exposure is less than $17 per sf.

The Boulder Portfolio (24.5%) consists of three office properties
located in Boulder, Colorado.  Occupancy for the portfolio as of
December 2004 was 66.7% compared to 66% at YE 2003 and 95.4% at
issuance.  As of YE 2004, the Fitch adjusted NCF declined 51%
since issuance, reflecting the decline in occupancy.  The DSCR as
of YE 2004 for the trust mortgage balance was 0.69x compared to
1.40x at issuance.  The servicer is currently holding a $2 million
lease roll-over reserve.  Although Fitch remains concerned with
the loan performance, the loan remains current with a maturity of
March 2006.  The borrower, an affiliate of Investcorp, is actively
marketing the vacant space.

Printers Square (22.2%) is a mixed-use facility comprised of
multifamily, office and research and development space.  The Fitch
adjusted NCF as of YE 2004 increased 21% since issuance, due to
increased rents for both the multifamily and office portions.
Occupancy as of December 2004 was 85% compared to 95% at issuance.
As of YE 2004 the DSCR was 1.59x compared to 1.32x at issuance.

As part of its review, Fitch analyzed the performance of the three
remaining loans and the underlying collateral.  Fitch compared
each loan's debt service coverage ratio -- DSCR -- at issuance to
the YE 2004 DSCR.  DSCR's were calculated based on a Fitch
adjusted NCF and a stressed debt service constant.  For Michigan
Industrial and Boulder Portfolio loans, an all-in DSCR was also
calculated in order to fully reflect the entire stress on the
loan.


LIFEPOINT HOSPITALS: Moody's Affirms $1.55MM Facility's Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of LifePoint
Hospitals, Inc.'s proposed offering of a $1.550 million senior
secured credit facility in connection with its proposed
acquisition of Province Healthcare Company.  The ratings follow an
announcement by the company that the originally proposed senior
secured Term Loan B of $1,100 million would be increased to
$1,250 million.  The originally proposed $300 million revolving
credit facility will remain in place and undrawn.  Moody's also
affirmed the company's other ratings; the outlook remains stable.

Moody's had anticipated that LifePoint Hospitals, Inc., would
complete a second phase of financing in order to fund the
acquisition of Province.  Moody's now expects the financing of the
acquisition to be completed the through the increased credit
facility and cash on hand.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

    Affirmed Ba3 rating to proposed $1,250 million senior secured
     Term Loan B (originally proposed at $1,100 million)

    Affirmed Ba3 rating on proposed $300 million senior secured
     revolving credit facility

    Affirmed Ba3 senior implied rating

    Affirmed B2 senior unsecured issuer rating

LifePoint (former parent):

    Affirmed B3 rating on $221 million ($250 million prior to the
     repurchase of $29 million of notes during 2004) 4.50%
     convertible subordinated notes due 2009, rated B3

The outlook for the ratings is stable.

The ratings reflect:

   1. the combined company's high pro forma leverage;

   2. the likelihood that the combined company will continue with
      its acquisitive strategy;

   3. Moody's concern over LifePoint's ability to capture out-
      migration of services to larger urban facilities or non-
      affiliated outpatient centers;

   4. Moody's concern that budgetary pressures may lead to
      declining rates of Medicaid reimbursement or
      disproportionate share (DSH) payments to LifePoint in the
      near to intermediate term;

   5. higher-than-historical bad debt expense (a concern
      throughout the industry);  and

   6. slowing same-store admissions growth for the rural hospital
      industry over the past several quarters.

The ratings also reflect:

   1. management's conservative strategy combined with an
      excellent track record of deleveraging;

   2. the company's use of a significant portion of equity for the
      purchase of Province;

   3. good operating cash flow and free cash flow that will allow
      for rapid debt repayment;

   4. increased geographic and revenue diversification following
      the acquisition;

   5. increased scale that will allow the company to compete more
      effectively with other non-urban hospital players;

   6. solid market share (94% sole community providers);

   7. an operating model that Moody's believes will allow the
      company to leverage synergies from the transaction in the
      areas of physician recruitment and retention as well as
      managed care pricing;  and

   8. better revenue per adjusted admission trends than its
      competitors, despite the general slowing of same-store
      admissions growth.

The stable outlook reflects Moody's view that positive demographic
trends will continue, and rates for Medicare, which the rating
agency expect to represent 35%-40% of the company's revenues going
forward will remain stable in the near term.  Moody's feel that
LifePoint has successfully navigated the general softening of
hospital trends over the past few quarters.  However, if same-
store admissions and revenue per admissions trends were to turn
negative and materially affect the company's operating cash flow,
there may be downward pressure on the ratings.

Moody's expects the company to use its free cash flow to pay down
debt over the next several quarters and to continue with its
strategy of acquiring small, non-urban, not-for-profit hospitals.
The high pro forma leverage and the continued acquisition strategy
are expected to constrain the ratio of adjusted cash flows from
operations to adjusted debt and the ratio of adjusted free cash
flow to adjusted debt, significant factors in the analysis of
companies in this sector.  Therefore, an upgrade of the ratings
would not be expected in the near term.

If the company is not able to attain sustainable ratios of
adjusted operating cash flow to adjusted debt and adjusted free
cash flow to adjusted debt of 20% and 10%, respectively, there
could be downward pressure on the ratings.  Additionally, we would
expect to see adjusted debt to adjusted capital reach a
sustainable level of 50% or less by 2006 in order to maintain the
current ratings.  Moody's would also see downward pressure on the
ratings if the company were to make another large acquisition or
fail to rapidly reduce leverage below the levels associated with
the proposed transaction.

Pro forma for the Province acquisition and giving effect to the
revised capital structure, LifePoint will have cash flow coverage
of debt that is weak to moderate for the Ba3 category.  Pro forma
adjusted cash flow from operations to adjusted debt would have
been approximately 17% for the year ended December 31, 2004.  With
maintenance capital expenditures of approximately 7% of net
revenue, pro forma adjusted free cash flow to adjusted debt would
have been approximately 8% for the same period.

Coverage metrics for LifePoint will also continue to be moderate.
For the twelve months ended December 31, 2004, pro forma EBIT
coverage of interest would have been approximately 4.5 times while
pro forma EBITDA less capital expenditures to interest would have
been approximately 3.9 times.  Pro forma adjusted debt to adjusted
book capitalization would have been approximately 62% at December
31, 2004.

Moody's estimates that pro forma adjusted debt to EBITDAR would
have been approximately 3.8 times.

Moody's notes that the use of EBITDA and related EBITDA ratios as
a single measure of cash flow without consideration of other
factors can be misleading.

Moody's expects LifePoint to have good liquidity pro forma for the
acquisition and incurrence of debt.  At December 31, 2004, on a
pro forma basis, LifePoint would have had approximately
$65 million of cash and access to a $300 million revolving credit
facility.

The senior secured credit facility is held at the level of the
senior implied rating due to its preponderance in the capital
structure and the belief that total collateral value would not
cover the level of debt at pro forma December 31, 2004.  The
existing convertible notes are rated at three notches below the
senior implied level due to contractual subordination, the lack of
a guarantee and the lack of security.  The senior unsecured issuer
rating is notched two levels below the senior implied rating.
Ratings remain subject to final review of documentation by
Moody's.

LifePoint Hospitals, Inc. operates 29 hospitals in non-urban
communities (excluding one facility currently classified as
discontinued operations) with a total of 2,688 licensed beds.
For the twelve months ended December 31, 2004, LifePoint reported
revenues of approximately $997 million.

Province Healthcare is a provider of health care services in non-
urban markets.  The Company owns or leases 21 general acute care
hospitals with a total of 2,533 licensed beds.  For the twelve
months ended December 31, 2004, Province reported total revenues
of approximately $883 million.


MAPCO EXPRESS: S&P Puts B+ Rating on $205M Senior Secured Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Franklin, Tennessee-based MAPCO Express Inc. The
rating outlook is negative.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to the company's proposed $165 million term loan due 2011
and $40 million revolving credit facility due 2010.  The recovery
rating on the loan is '2', indicating the expectation for
substantial recovery of principal (80%-100%) in the event of a
payment default.  The senior secured credit facilities are
obligations of MAPCO Express Inc. and MAPCO Family Centers Inc.
(the operating companies).

Proceeds from the credit facilities will be used to partly fund a
dividend to Delek US Holdings Inc., the parent company, and to
refinance existing indebtedness.  Pro forma for the transaction,
the company will have about $187 million of funded debt
outstanding.  The ratings are based on preliminary terms and
conditions, and are subject to review once final documentation is
received.

"The ratings reflect MAPCO's participation as a relatively small
regional player in the competitive and highly fragmented
convenience store industry, significant exposure to the volatility
of gasoline prices, and market concentrations in a few key markets
in the Southeastern U.S., in which economic slowdowns can impact
operations," said Standard & Poor's credit analyst Kristi
Broderick.  "The company also is highly leveraged and has a
relatively small EBITDA base."

MAPCO controls a network of 418 convenience store and gasoline
retailers in eight states in the Southeastern U.S.  The company's
primary markets are Nashville, Memphis, and Richmond, and it
operates stores under the MAPCO Express, East Coast, and Discount
Food Mart names.  MAPCO is a wholly owned subsidiary of Delek US
Holdings Inc., which is part of The Delek Group, an Israel-based
conglomerate.


MAULDIN INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mauldin Investments, LLC
        fdba JJT&T
        Post Office Box 115
        Greenville, South Carolina 29615

Bankruptcy Case No.: 05-03875

Chapter 11 Petition Date: April 2, 2005

Court: District of South Carolina (Spartanburg)

Judge: Judge John E. Waites

Debtor's Counsel: Randy A. Skinner, Esq.
                  Skinner and Associates Law Firm, LLC
                  P.O. Box 1843
                  Greenville, South Carolina 29602
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Greenville County             2004 Property taxes         $5,761
Tax Collector                 on real property
P.O. Box 368                  located at 304 East
Greenville,                   Stone Avenue,
South Carolina 29602          Greenville, SC

Collins Hammett Construction  Repair sinkhole               $500
P.O. Box 299
Moore, South Carolina 29369


MERRILL LYNCH: Fitch Upgrades Class B-2 upgraded to BBB from BB+
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Merrill Lynch Mortgage
Investors, Inc. mortgage pass-through certificates:

    Series 2001-S1:

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

    Series 2002-A3:

        -- 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-A1:

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

The upgrades reflect an increase in credit enhancement relative to
future loss expectations, and represent approximately $11.5
million of outstanding principal while the affirmations affect
around $168 million.

The pool factors (current principal balance as a percentage of
original) range from approximately 6% to 30% outstanding.

The underlying collateral for series 2001-S1 consists of fully
amortizing 15- to 30-year fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.  Credit
enhancement for the upgraded classes has grown to more than 13
times original levels.  There have been no realized losses to
date.

The underlying collateral for series 2002-A3 consists of fully
amortizing 15- to 30-year adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.
Credit enhancement for the upgraded classes has increased by more
than 9x original levels.  The pool has not incurred any losses to
date.

Series 2003-A1 is secured from conventional, first lien, one- to
four-family, 15- to 30-year adjustable-rate residential mortgage
loans.  The upgraded classes have experienced a rise in credit
enhancement to more than 3x original levels.  As of the March 25
distribution date, no realized losses have occurred in the
mortgage pool.

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


METRIS MASTER: Fitch Rates $44.35 Million Secured Notes at BB+
--------------------------------------------------------------
Fitch rates Metris Master Trust's series 2005-1:

    -- $278.5 million class A floating-rate asset-backed
       securities 'AAA';

    -- $63.3 million class M floating-rate asset-backed securities
       'AA';

    -- $34.0 million class B floating-rate asset-backed securities
       'A'.

In addition, Metris Secured Note Trust 2005-1 is rated:

    -- $82.3 million class C floating-rate secured notes 'BBB';
    -- $44.35 million class D floating-rate secured notes 'BB+'.

In addition, Fitch affirms its outstanding trust ratings,
indicating that the issuance of this new series will not result in
a reduction or withdrawal of ratings assigned to any series or
class of master trust securities.

The ratings are based on the quality of the Visa and MasterCard
receivables pool, available credit enhancement, Direct Merchants
Credit Card Bank, N.A.'s servicing capabilities, and the sound
legal and cash flow structures.

Credit enhancement for the class A securities consists of 10.0%
subordination of class M, 12.0% subordination of class B, 13.0%
subordination of class C notes, 7.0% subordination of class D
notes, and 14.0% of overcollateralization -- OC.

Credit enhancement for the class M securities consists of 12.0%
subordination of class B, 13.0% subordination of class C notes,
7.0% subordination of class D notes, and 14.0% OC.

Credit enhancement supporting the class B securities consists of
13.0% subordination of class C notes, 7.0% subordination of class
D notes, and 14.0% OC.

Credit enhancement supporting the class C secured notes consists
of 7.0% subordination of class D notes and 14.0% OC, as well as a
note reserve account.

Credit enhancement supporting the class D notes is derived from
14.0% OC, as well as a note reserve account.

Class A, M, and B securityholders will receive monthly interest
payments of one-month LIBOR (1mL) plus 0.10%, 1mL plus 0.17%, and
1mL plus 0.42% per annum, respectively.  Securityholders will
receive monthly interest payments on the 20th business day of each
month, commencing on May 20, 2005.

The ratings address the likelihood of investors receiving full and
timely interest payments in accordance with the terms of the
underlying documents and full repayment of principal by the March
21, 2011, legal final termination date.  They do not address the
likelihood of principal repayment by the expected maturity date of
May 20, 2007 for class A, M, and B securities and class C and D
secured notes.


MICHAEL & DEBORAH CASH: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Michael J. & Deborah P. Cash Sr.
        dba Mike Cash Insurance and Office Products
        P.O. Box 732
        Monroe, Georgia 30655

Bankruptcy Case No.: 05-30442

Chapter 11 Petition Date: March 23, 2005

Type of Business: The Debtor sells Office supplies, office
                  equipment, office furniture, insurance,
                  computers, and computer products.  See
                  http://www.megamikecash.com/

Court: Middle District of Georgia (Athens)

Judge: Robert F. Hershner, Jr.

Debtor's Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, L.L.P.
                  1045 South Milledge Avenue, Suite 200
                  P.O. Box 1586
                  Athens, Georgia 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MIRANT CORP: Court Limits Document Discovery on MAGi Committee
--------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas grants the request of the Official Committee of Unsecured
Creditors appointed in Mirant Americas Generation LLC's chapter 11
case to the extent that discovery of the MAGi Committee in
connection with the valuation hearing to be held will be limited
to the production of:

   (i) documents or information in the possession, custody or
       control of the MAGi Committee and its retained
       professionals, and will not include any documents or
       information in the possession of former members of the
       MAGi Committee; and

  (ii) documents or information consulted, utilized or relied
       upon by Houlihan Lokey Howard & Zukin in the preparation
       of the expert valuation report submitted by Houlihan Lokey
       on the MAGi Committee's behalf.

The MAGi Committee's request is denied with respect to the First
Set of Interrogatories to the MAGi Committee served by the
Official Committee of Equity Security Holders.

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: Southern Co. Objects to Valuation Findings' Effect
---------------------------------------------------------------
The Southern Company advises parties-in-interest in the chapter 11
cases of Mirant Corporation and its debtor-affiliates that:

   (a) it considers the purpose of any findings of fact and
       conclusions of law that the Court may make in connection
       with the Valuation Hearing to be limited strictly to a
       determination of the value of the Debtors for the purpose
       of confirmation of the Debtors' Plan of Reorganization, and

   (b) the findings will have neither collateral estoppel nor res
       judicata effect regarding the existence, validity, or
       amount of any claims by or against it.

Southern Company recognizes that a determination is needed for
evaluation of the Disclosure Statement and the Plan of the
Debtors.  If the Debtors intend for any findings of fact or
conclusions of law resulting from the Valuation Hearing to be
binding on Southern Company, however, Southern Company objects
because the findings of fact and conclusions of law would violate
its procedural and due process rights.

Evelyn H. Biery, Esq., at Fulbright & Jaworski L.L.P., in
Houston, Texas, informs the Court that Southern Company does not
intend to participate in the Valuation Hearing.  Given that no
claim has been formally asserted against Southern Company, there
is no reason for Southern Company to attempt to defend itself at
this time.

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)


MOLECULAR DIAGNOSTICS: Can't File Annual Report on Time
-------------------------------------------------------
Molecular Diagnostics, Inc., is unable to timely file its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004,
because the audit of the Company's annual financial statements
will not be complete in time for management to fully prepare and
finalize the Form 10-KSB by the prescribed filing date.  However,
the Company will use its best efforts to complete the required
Annual Report on Form 10-KSB as quickly as possible.

The Company expects to report a net loss of approximately
$13.6 million for the fiscal year ended December 31, 2004 as
compared to a net loss of $9.6 million for fiscal year 2003,
primarily resulting from a one-time write-off of approximately
$6.85 million in connection with legal settlements entered into by
the Company in the fourth quarter of 2004.  This charge consisted
primarily of a non-cash write-off of intangible assets.

Molecular Diagnostics develops cost-effective cancer screening
systems, which can be utilized in a laboratory or at the point-of-
care, to assist in the early detection of cervical,
gastrointestinal, and other cancers.  The InPath System is being
developed to provide medical practitioners with a highly accurate,
low-cost, cervical cancer screening system that can be integrated
into existing medical models or at the point-of-care.

At Sept. 30, 2004, Molecular Diagnostics' balance sheet showed a
$4,934,000 stockholders' deficit, compared to a $8,549,000 deficit
at Dec. 31, 2003.


MONROE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Monroe Construction Company, LLC
        3993 Howard Hughes Parkway, Suite 830
        Las Vegas, Nevada 89109

Bankruptcy Case No.: 05-12757

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: April 6, 2005

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David A. Colvin, Esq.
                  Marquis & Aurbach
                  10001 Park Run Drive
                  Las Vegas, Nevada 89145
                  Tel: (702) 382-0711

                      - and -

                  Dykema Gossett Rooks Pitts PLLC

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Monroe Capital Partners, LLC                $4,901,244
3993 Howard Hughes Parkway, Suite 830
Las Vegas, NV 89109

Dick Anderson Construction, Inc.              $850,344
4610 Tri-Hill Frontage Road
Great Falls, MT 59404

Design Showcase Interiors                     $400,000
3585 East Patrick Lane, Suite 700
Las Vegas, NV 89120

XLV Services                                  $110,505
P.O. Box 200
3900 Paradise Road, Suite R
Las Vegas, NV 89109

Missoula Valley Excavating, Inc.              $102,910
9905 Inspiration Drive
Missoula, MT 59808

Rattlesnake Electrical                         $88,633
P.O. Box 4292
Missoula, MT 59806

Temp Right Services, Inc.                      $46,631
101 North Catlin
Missoula, MT 59801

Myni Ferguson                                  $45,425
395 Blanchard Lake Drive
Whitefish, MT 59937

Clawson Manufacturing, Inc.                    $37,714
P.O. Box 17557
Missoula, MT 59808

All Phase Construction                         $34,067
20805 Mullan Road
Frenchtown, MT 58834

Ken's Refrigeration & Heating                  $27,505

Stanton Stone Supply, Inc.                     $20,050

Antonioli and Wade PC                          $18,779

Home Depot                                     $15,771

Oliver Painting                                $14,325

BMC Lumber                                     $12,006

Boyce Lumber                                   $10,847

Fabricon                                        $9,800

Eyer Electrical Construction                    $7,389

Lincoln Machine & Welding                       $5,554


MONTGOMERY BUILDING: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Montgomery Building, LLC
        PO Box 3126
        Spartanburg, South Carolina 29304

Bankruptcy Case No.: 05-03937

Chapter 11 Petition Date: April 4, 2005

Type of Business:  Undetermined.  Cleveland-White Realtors
                   shares the Debtors' Post Office Box.
                   See http://www.clevelandwhite.com/

Court: District of South Carolina (Spartanburg)

Judge: Chief Judge Wm. Thurmond Bishop

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  Robinson, Barton, McCarthy,
                  Calloway & Johnson, P.A.,
                  1715 Pickens Street,
                  Columbia, South Carolina 29211
                  Tel: (803) 256-6400

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

Debtor's 9 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Correll Insurance                                        $37,235
Attn Ben Correll
P.O. Box 2707
Spartanburg SC 29304

Duke Power                                               $16,414
P.O. Box 1090
Charlotte NC 28201

Campbell Meek and Associates                             $11,781
Attn Martin Meek
807 E. Main Street
Spartanburg SC 29302

The Budd Group Inc.                                       $7,858

Schindler Elevator Corp.                                  $6,527

Action Building Company Inc.                              $5,000

W.N. Kirkland Inc.                                        $1,463

Total Comfort Service Inc.                                  $943

Spartanburg Water System                                    $201


MOSLER INC: Court Extends Plan Trustee's Claim Objection Period
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Alfred R. Rabasca -- the Plan Agent
appointed in the chapter 11 case of Mosler, Inc., nka MDIP, Inc.,
pursuant to the company's confirmed Chapter 11 Plan -- until
July 27, 2005, to object to proofs of claim filed against the
Debtor's estates.

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on June 30, 2003, and the Plan took effect on
Aug. 1, 2003.  Pursuant to the Confirmed Plan, Mr. Rabasca has
authority to object to proofs of claim.

The Court formally closed MDIP of Alabama, Inc.'s and MDIP Indiana
LLC's chapter 11 cases on March 31, 2004.

MDIP, Inc., f/k/a Mosler, Incorporated, was a leading integrator
of physical and electronic security systems, filed, along with its
debtor-affiliates for chapter 11 protection on August 6, 2001
(Bankr. D. Del. Case No. 01-10055).  Russell C. Silberglied, Esq.,
at Richards Layton & Finger, and Robert Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, represented the Debtors.  When the
Company filed for protection from its creditors, it estimated
assets of $10 million to $50 million and estimated debts of more
than $100 million.  The Debtors' Second Amended Joint Plan of
Liquidation was confirmed by the Honorable Gregory M. Sleet on
June 30, 2003.


MOUNT SINAI: Fitch Ups Revenue Bonds' Rating Two Notches to BB+
---------------------------------------------------------------
Fitch Ratings upgrades the approximately $295 million City of
Miami Beach Health Facilities Authority revenue bonds issued on
behalf of Mount Sinai Medical Center, Florida -- MSMC -- to 'BB+'
from 'BB', as listed below.  The Rating Outlook has been revised
to Positive from Stable.

The rating is primarily supported by MSMC's continued financial
improvement, good management practices, and market position as the
only full-service provider on Miami Beach.  MSMC's operating
margin (excluding a $10 million contribution from the Mount Sinai
Medical Center Foundation, and a $2.8 million loss on
extinguishment of debt) improved to negative 1% (negative $4.4
million) in 2004 from negative 3.4% ($14.9 million) in 2003.

MSMC's bottom line (excluding the Foundation contribution) also
improved to negative 0.6% (negative $2.6 million) in 2004 from
negative 2.3% ($10.1 million).  MSMC fell short of its breakeven
bottom line goal in 2004 primarily due to volume loss largely
associated with the 2004 hurricanes.  Days cash on hand (including
unrestricted cash and investments of the Foundation) improved to
105.4 days at 2004 from 91.4 days at 2003.  Days in accounts
receivable at 2004 were a very low 43.6 days, reflecting continued
improvement in revenue cycle management.

Fitch also notes strong labor management (personnel costs as a
percent of total revenue of 37.7% in 2004), excellent disclosure
practices, and the formation of a captive insurance company to
stabilize insurance expense as initiatives that have contributed
to MSMC's overall improvement.  Lastly, MSMC's position as the
only full-service provider on Miami Beach has led to ongoing
philanthropic support from the community.

Credit concerns include future capital needs, declining
utilization trends, and a high debt burden.  MSMC's average age of
plant (11.6 years) continues to rise, indicating the need to
increase capital spending.  Fitch notes, however, that capital
spending as a percent of depreciation expense was 121.9% at 2004.
MSMC's admissions, outpatient surgeries, and emergency room visits
declined 3.1%, 2.6%, and 5.4% in 2004 compared to the prior year.

While a large part of this decline can be attributed to the
disruption from the 2004 hurricanes, Fitch believes limited
physician office space and deferred spending have also contributed
to declining utilization trends.  Management indicated that
finalization of plans to build a 100,000 square foot developer-
financed medical office building are nearing completion.  MSMC's
debt burden remains high as indicated by maximum annual debt
service as a percent of revenues, and debt to earnings before
interest, taxes, depreciation and amortization of 5.3% and 5.6
times, respectively, in 2004.

The upgrade and Positive Outlook reflect Fitch's expectation that
MSMC will meet its budgeted goals over the next two years.
Management is budgeting a $1.1 million bottom line in 2005.
Management indicated that its ongoing legal issues have been
reserved for at estimates that are expected to fully cover the
outcomes.  Fundraising by the Foundation is expected to improve in
2005 to $16.9 million, from actual pledges and bequests of $12
million in 2004; however, Fitch does not expect significant
improvement in liquidity indicators due to MSMC's future capital
needs.

MSMC is a two-campus health care provider offering a wide range of
tertiary services with 979 licensed beds (780 staffed) located in
Miami Beach, Florida.  MSMC had total operating revenue of $430
million in 2004.  MSMC covenants to provide quarterly and annual
disclosure to bondholders.  MSMC's strong disclosure includes
management discussion and analysis, an income statement, balance
sheet, cash flow statement, and utilization statistics and can be
accessed at http://www.dac-ey.com/ MSMC also conducts quarterly
conference calls for investors.


MOUNT SINAI: Good Financial Performance Cues S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating to
'BB+' from 'BB' on Miami Beach Health Facilities Authority, Fla.'s
$282.6 million outstanding series 2004, 2001A, and 1998 bonds,
issued on behalf of Mount Sinai Medical Center (Mount Sinai) and
its subsidiaries.  The outlook is stable.

The rating incorporates the financial strength of Mount Sinai
Medical Center Foundation, as it is a guarantor of Mount Sinai's
debt and the heart of Mount Sinai's strong fund-raising efforts,
which remain essential to the medical center's overall financial
profile.

"The upgrade reflects the management team's steady track record of
improved financial performance during a number of years,
highlighted by a return to positive excess margins and the solid
growth in liquidity," said Standard & Poor's credit analyst Martin
Arrick.

However, the rating remains non-investment grade due to a
combination of concerns, including:

      (1) persistent, though smaller, losses from operations
          (excluding unrestricted foundation support);

      (2) marginal declines in business volume and net patient
          service revenue;

      (3) a series of ongoing legal suits, including an SEC
          investigation; and

      (4) the potential for a significant organizational expansion
          three to five years out, although the size, scope, and
          funding of the projects are still in the conceptual
          phase.

The upgrade is supported by a clear improvement in operating
performance since 2001, reflecting, in part, strong overall
revenue-cycle management, including:

      (1) a sharp reduction in bad debt expense with no increase
          in charity care;

      (2) negotiated rate increases; and

      (3) strong cost-control efforts, highlighted by lower
          insurance costs.

All generating improved debt service coverage of more than 2.0x
for the first time.

Additional factors supporting the 'BB+' rating include:

      (1) the achievement of solid improvements in unrestricted
          liquidity, including the unrestricted net assets of the
          foundation, simultaneously with the improvement of
          receivables and the reduction of payables;

      (2) the maintenance of solid fundraising, with $12 million
          raised by the foundation in 2004; and

      (3) the maintenance of a sound business position as the
          major acute-care provider in Miami Beach, Florida and
          one of the two major academic medical centers in Miami-
          Dade County, Florida

Also, Mount Sinai has a solid management team that is focused on:

      (1) overall improved financial performance, highlighted by
          growing new business lines (including a dedicated
          vascular center),

      (2) the elimination of underperforming programs and
          assets, and

      (3) the implementation of a comprehensive campus realignment
          plan that is still in process.

The bonds are secured by a revenue pledge and a mortgage of the
medical center and are also backed by a guaranty from the
foundation.


MUELLER GROUP: Cures Default By Filing Delayed Financial Reports
----------------------------------------------------------------
Mueller Water Products, Inc., and its wholly owned subsidiary,
Mueller Group, Inc., delivered their Annual Reports on Form 10-K
for the year ended September 30, 2004, and their Quarterly Reports
on Form 10-Q for the quarter ended January 1, 2005, to the
Securities and Exchange Commission.

Mueller Group also delivered to its lenders under the Mueller
Group senior credit facility copies of its filed annual and
quarterly reports and the compliance certificates required for the
fiscal year ended September 30, 2004, and the quarter ended
January 1, 2005.  By delivering these reports and certificates,
Mueller Group satisfied the terms of the February 4, 2005, waiver
under its senior credit facility that permitted Mueller Group to
deliver these reports and certificates by March 31, 2005.

These filings cure any default relating to late filings of annual
or quarterly reports under the indentures for the Company's
outstanding senior discount notes and for Mueller Group's
outstanding senior secured and senior subordinated notes.

                 About the Mueller Group, Inc.

The Mueller Group is a leading North American manufacturer of a
broad range of flow control products for use in water distribution
networks, water and wastewater treatment facilities, gas
distribution systems and piping systems.  It has manufactured
industry-leading products for almost 150 years and currently
operates thirty manufacturing facilities located in the United
States, Canada, and China.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service placed the ratings of Mueller Group,
Inc., under review for possible downgrade.

The action was prompted by Moody's concerns over Mueller's
December 29, 2004, announcement that it was unable to file its
10-K for the fiscal year ended September 30, 2004.  In November
2004, Mueller's Audit Committee was notified of alleged potential
accounting improprieties.  The Audit Committee appointed an
independent law firm to investigate the allegations and until this
investigation is concluded, Mueller cannot complete the
preparation of its financial statements.  If the company fails to
file the 10-K within a 15-day period after the due date of the
10-K (or January 13th), it would constitute a default under its
credit facility, senior subordinated and senior secured notes, as
well as Mueller Water Products, Inc., senior discount notes
(unrated).

These ratings were placed under review for downgrade:

   * Second lien senior secured notes, due 2011 -- B3

   * Senior subordinated notes, due 2012 -- Caa1

   * First lien senior secured term loan and revolving credit
     facility -- B2

   * Senior implied rating -- B2

   * Senior unsecured issuer rating -- Caa1


MUELLER WATER: Moody's Confirms B2 Senior Implied Rating
--------------------------------------------------------
Moody's confirmed the ratings of Mueller Group, Inc. (B2 senior
implied rating), a wholly-owned subsidiary of Mueller Water
Products, Inc.  The ratings confirmation was prompted by Mueller's
successful filing of its 10-K for the fiscal year ended September
30, 2004 and 10-Q for the quarter ended January 1, 2005.

The company's filing of these statements has cured technical
violations under Mueller Group, Inc.'s credit facility, senior
subordinated and senior secured notes, as well as Mueller Water
Products, Inc.'s senior discount notes (unrated).  The company
received an unqualified opinion from its independent auditors.
This concludes a review that was initiated on January 5, 2005.

When Mueller's ratings were placed under review for downgrade in
January, Moody's had expressed concerns over the potential
magnitude of any accounting improprieties as well as any potential
weaknesses in the company's financial reporting and internal
controls.  Moody's has concluded that the accounting restatements,
which primarily applied to inventory valuation, research and
development costs, and revenue recognition, were not sufficiently
material to warrant any adjustment to the ratings.

The confirmation also acknowledges that Mueller has initiated
actions to address financial reporting and internal control
weaknesses identified in the investigation performed by an
independent law firm.  Such actions include expanding the internal
audit function and appointing an interim Chief Financial Officer.
Moody's will continue to monitor Mueller's progress on these
initiatives.

The ratings are supported by Mueller's prominent position in its
markets that have significant barriers to entry, its extensive
distribution network and limited competition, particularly within
water infrastructure products.  Mueller's two business segments
manufacture and distribute flow control products for water and gas
distribution and piping system products.  Mueller's 2004 operating
results have improved significantly, reflecting continued strength
in residential construction and increased spending from
municipalities and non-residential construction markets.
In addition, Mueller has been successful with improving its
operating results by lowering its cost structure through
innovative manufacturing techniques and facility consolidation.

The ratings confirmation also recognizes Mueller's adequate
liquidity, which is supported by a $52 million cash balance and
$58 million of revolving credit facility availability as of
January 1, 2005.  The company has a favorable debt maturity
profile with only $11 million of debt maturing over the next three
fiscal years.  Additionally, the company has good flexibility
under the financial covenants governing the credit facility.

The outlook reflects Moody's expectation that Mueller will
generate approximately $50 million of free cash flow in FY2005,
implying FCF to total debt of about 5%. Should free cash flow
deteriorate to breakeven levels, or should Mueller be tapped for
additional cash distributions or undertake meaningful debt
financed acquisition activity, a ratings downgrade would be
likely.  Conversely, if the company reduces consolidated leverage
to less than 5.0 times on a sustainable basis while consistently
generating a FCF to debt of at least 5%, Moody's may consider
raising the outlook or ratings.

These ratings were confirmed:

   * Second lien senior secured notes, due 2011 - B3

   * Senior subordinated notes, due 2012 - Caa1

   * First lien senior secured term loan and revolving credit
     facility - B2

   * Senior implied rating - B2

   * Senior unsecured issuer rating - Caa1

Headquartered in Decatur, Illinois, Mueller Water Products, Inc.,
produces a wide range of flow control products including hydrants,
valves, pipe fittings, pipe hangers, pipe nipples, and other
related products.  The company reported revenues of $1.1 billion
for the LTM ended January 1, 2005.


NATIONAL WATERWORKS: Parent's $400M IPO Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on National Waterworks Inc.
(NWI) on CreditWatch with positive implications.  At Dec. 31,
2004, the Waco, Texas-based distributor of water products had
approximately $678 million in total debt outstanding, including
parent company obligations.

The CreditWatch placement follows the S-1 filing with the SEC by
parent company National Waterworks Holdings Inc. for an initial
public offering of up to $400 million, with proceeds to be used in
part for repurchase of all of the $250 million, 12.5% holding
company notes, all of NWI's $200 million 10.5% subordinated notes,
borrowings under its revolving bank credit facility, and fees
associated with the transaction.

"The transaction, if completed as noted in the filing, would be a
meaningful shift in the company's financial strategies," said
Standard & Poor's credit analyst Joel Levington, "which
historically have been driven in part by its equity sponsor's very
aggressive financial motives."

Before taking a further rating action, we will meet with
management to discuss the timing for the transaction, near- and
long-term financial strategies, and business strategies with
potentially a much-reduced financial burden.


NATURADE INC: Independent Accountants Raise Going Concern Doubts
----------------------------------------------------------------
At December 31, 2004, Naturade Inc. had a $22,023,470 accumulated
deficit, a $1,859,320 net working capital deficit and a $3,031,547
stockholders' capital deficiency.  The Company anticipates that it
will incur net losses for the foreseeable future and will need
access to additional financing for working capital and to expand
its business.  If unsuccessful in those efforts, Naturade could be
forced to cease operations and investors in Naturade's common
stockcould lose their entire investment.  Based on this situation,
the Company's independent registered public accounting firm
qualified their opinion on the Company's December 31, 2004,
financial statements by including an explanatory paragraph in
which they expressed substantial doubt about the Company's ability
to continue as a going concern.

                            Defaults

As of December 31, 2004, the Company was in compliance with all
loan covenants of its Credit Agreement.  The Company was, however,
in default of the payment provisions of certain Investor Notes and
a Loan Agreement.

On January 26, 2005, the due date on the Loan Agreement was
extended to December 31, 2005.  On March 25, 2005, the payment
provisions of the Investor Notes was amended to require a
principal payment of $20,000 plus accrued interest on July 15,
2005 with the remaining principal of $92,345 plus accrued interest
due December 31, 2005.

                         Revenue Sources

The Company's three largest customers together account for 54% of
sales revenue for the fiscal year ended December 31, 2004. One
mass market customer represented approximately 23% of Naturade's
total sales, and two health food distributors accounted for 31% of
total sales during the year ended December 31, 2004.  The loss of
any of these customers could have a material adverse effect on the
Company's results of operations.

From time to time, major customers of Naturade have experienced
financial difficulties.  Naturade does not have long-term
contracts with any of its customers and, accordingly, there can be
no assurance that any customer will continue to place orders with
Naturade to the same extent it has in the past, or at all.

Nutrition Business Journal, a San Diego-based research publication
that specializes in this industry, reports that sales for the
overall $58 billion "Nutrition" industry were up 7% in 2004 versus
2003.  Naturade primarily competes in the $19 billion segment
defined by NBJ as Supplements, which grew 3.8% in 2004.  In
addition, the report points out that sales of supplements were
growing at similar rates in both the mass market channel and
health food and natural product stores at approximately 3.5%.

                           Cash Sources

The Company's sources of cash in 2004 came principally from
operations supported by drawings on its line of credit from Wells
Fargo and a Loan Agreement with a principal shareholder and other
shareholders coupled with the sale of the aloe vera brand.  Based
on the current operating plan, the Company believes that its
existing cash balances and financing arrangements will provide it
with sufficient funds to finance its operations for at least the
next twelve months.  In the past, the Company has utilized both
operating and capital lease financing for certain equipment used
in its operations and expects to continue to selectively do so in
the future.  The Company may in the future require additional
funds to support its working capital requirements, or for other
purposes, and may seek to raise such additional funds through the
sale of public, or private, equity and debt financings, or from
other sources.  No assurance can be given that additional
financing will be available in the future, or that if available,
the financing will be obtainable on terms favorable to the
Company's stockholders, or to the Company when it is required.

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.


NETEXIT INC: Pa. Wants Ch. 11 Plan Denied Until Returns Are Filed
-----------------------------------------------------------------
The Pennsylvania Department of Revenue asks the U.S. Bankruptcy
Court for the District of Delaware to delay or to deny
confirmation of Netexit Inc. and its debtor-affiliates' plan of
reorganization until the Debtors file their prepetition corporate
tax reports and withholding tax returns.

The Pennsylvania Revenue Department also wants the Debtors to file
"out-of-existence" affidavits for corporate entities that no
longer exist.

As reported in the Troubled Company Reporter on Mar. 18, 2005, the
Debtors delivered their Disclosure Statement explaining their
Liquidating Plan of Reorganization to the U.S. Bankruptcy Court
for the District of Delaware.

                        Assets Sold in 2003

The Debtors remind the Court that, on November 25, 2003, they sold
substantially all of their assets to Avaya, Inc.  As a result of
the sale to Avaya, Netexit and its subsidiaries are left with the
proceeds of the asset sale, no ability generate ongoing revenues,
and a mountain of liabilities.  The Debtors' Liquidating Plan is
is designed to efficiently and economically resolve claims against
their estates and equitably distribute the estates' remaining
assets to creditors.

                        About the Plan

The Plan groups claims and interests into four classes:

    -- priority claims;
    -- general unsecured litigation claims;
    -- general unsecured contract claims; and
    -- equity interests holders.

Holders of approximately $11,768,800 of general unsecured
litigation claims and $189,915,025 of general unsecured contract
claims are projected to recover approximately 24% of what they're
owed.  Equity interests holders will get nothing under the Plan.

                       Prepetition History

Netexit, Inc., formerly known as Expanets, Inc., was a nationwide
provider of networked communications and data services and
solutions to small to mid-sized businesses.  Expanets, itself and
through its subsidiaries, offered sendees including voice and data
networking, internet connectivity messaging systems, advanced call
processing applications, computer telephone networking management
and carrier services.  Expanets was 99% owned by Northwestern
Corporation.  Northwestern is a publicly traded Delaware
corporation that was incorporated in 1923.  Northwestern and its
direct and indirect subsidiaries comprise one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest regions of the United States, serving approximately
608,000 customers throughout Montana, South Dakota and Nebraska.
The acquisition of Expanets and several non-utility subsidiary
entities was an attempt by Northwestern to diversity.

Northwestern incurred a significant amount of debt to finance a
number of acquisitions by Expanets, as well as provide it with
working capital, Expanets was formed in 1997 and through
December 31, 1999, had established operations in many major United
States markets through the acquisition of 26 telecom and data
services companies.  In March 2000, in its largest acquisition,
Expanets purchased the Growing and Emerging Markets division of
Lucent Technologies Enterprise Network Group.  NCR's investment in
Expanets took the form of common stock, preferred stock and debt.
The significant investments in Expanets and in other non-utility
businesses, resulted in a severe financial drain on NOR,
particularly when Expanets, as well as other investments,
including Blue Dot, failed to perform as expected.  Eventually,
Northwestern determined to restructure itself and on
September 14, 2003 filed its own Chapter 11 case.

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, and its debtor-affiliates filed for chapter 11 protection
on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).  Jesse H.
Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


NOMURA ASSET: Fitch Assigns Low-B Ratings on B-2 & B-3 Classes
--------------------------------------------------------------
Nomura Asset Securitization Corporation's, commercial mortgage
pass-through certificates, series 1997-D4, are upgraded by Fitch
Ratings:

    -- $21 million class A-4 to 'AAA' from 'AA+';
    -- $42.1 million class A-5 to 'AA+' from 'AA'.

These classes are affirmed by Fitch:

    -- $629.6 million class A1-D 'AAA';
    -- $84.2 million class A1-E 'AAA';
    -- Interest-only class PS-1 'AAA';
    -- $28.1 million class A-2 'AAA';
    -- $49.1 million class A-3 'AAA';
    -- $28.1 million class A-6 'A+';
    -- $21 million class A-7 'A';
    -- $21 million class A-8 'BBB+';
    -- $35.1 million class B-1 'BBB-';
    -- $35.1 million class B-2 'BB';
    -- $14 million class B-3 'BB-'.

Fitch does not rate the $21 million class B-4, the $14 million
class B-5, the $14 million class B-6, the $11.8 million class B-7,
or the $562 class B-7H certificates.

The upgrades are due to increased credit enhancement since
issuance.  As of the March 2005 distribution date, the pool's
certificate balance has been reduced by 24% to $1.07 billion from
$1.40 billion at issuance.  Fifteen loans (22%) have been fully or
partially defeased, including the largest loan in the pool (6%).

Currently, eight loans (13%) are in special servicing, including
five delinquent loans (5.5%).  The largest specially serviced loan
is the second largest loan in the pool (6%), secured by six office
properties in Massachusetts.  A new borrower assumed the loan in
2004, curing all defaults and the loan is current.  The loan is
expected to be returned to the master servicer shortly.

The second largest specially serviced loan (1.8%) is secured by a
retail property in West Mifflin, Pa.  After Builder's Square and
Pharmor had vacated, a new tenant moved in, increasing occupancy
to 91%.  However, the borrower still could not make the debt
service payments.  The special servicer is evaluating options.
Losses are expected.

The third largest specially serviced loan (1.7%) is currently
secured by two retail outlet centers in Oregon and Idaho.  The
loan became real estate owned -- REO -- in February 2004.  The
properties are expected to be sold shortly and losses are
expected.


NRG ENERGY: Appoints Anne Schaumburg to Board of Directors
----------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) appointed Anne C. Schaumburg to the
Company's Board of Directors, effective April 1.

Ms. Schaumburg served as Managing Director of Credit Suisse
First Boston's Global Energy Group from 1984 to 2002.  During the
five years prior, she was Managing Director in the Utilities
Group at Dean Witter Financial Services Group.  Ms. Schaumburg
holds an Associate of Arts degree from the College of Staten
Island.

"Anne brings an exceptional knowledge of the power industry and
deep experience with the capital markets, the combination of
which will make her invaluable in her role as a Director," said
Howard E. Cosgrove, Chairman of the NRG Board.

The appointment of Schaumburg brings NRG's Board to nine members
and she is filling one of the three seats vacated by
MatlinPatterson Global Advisers LLC.  Eight of the nine members,
including Schaumburg, qualify as independent directors under the
listing standards of the New York Stock Exchange.

                          *     *     *

Timothy W. J. O'Brien, NRG Energy, Inc.'s Vice President,
Secretary and General Counsel, discloses in a regulatory filing
with the Securities and Exchange Commission that the Company has
not yet determined Ms. Schaumburg's committee assignments.  There
are no arrangements or understandings between Ms. Schaumburg and
any other persons pursuant to which she was elected.  There are
no transactions involving the Company and Ms. Schaumburg that
would be required to be reported by Item 404(a) of Regulation
S-K.

Mr. O'Brien also reports that, on the effective date of her
appointment, Ms. Schaumburg will receive a grant of deferred
stock units equal to $88,000 divided by the closing price of the
Company's common stock on April 1, 2005.  The grant is payable,
at her option, immediately, upon termination of her service on
the Board of Directors or pursuant to a schedule to be
determined.  Each deferred stock unit is equivalent in value to
one share of the Company's common stock, par value $0.01.  Ms.
Schaumburg will also receive compensation consistent with that
received by the Company's other directors.

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

                          *     *     *

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


OAKWOOD HOMES: Trust & Wachovia Agree to Reduce Cash Mgt. Reserve
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation modifying the order confirming Oakwood Homes
Corporation and its debtor-affiliates' Second Amended Joint
Consolidated Plan of Reorganization reducing the cash management
reserve.

The stipulation is between Wachovia Bank, National Association and
Alvarez & Marsal, LLC, in its capacity as the appointed trustee of
the OHC Liquidation Trust, the Debtors' successor-in-interest
pursuant to the confirmed Plan.

               Cash Management Reserve Conflict

Wachovia Bank was the Debtors' cash management bank.  Prior to the
confirmation hearing, Wachovia Bank objected to plan confirmation,
alleging that due to the length of processing time, its potential
exposure on future "charge backs" could not be known by Nov. 26,
2003, the administrative expense bar date.

To resolve Wachovia's objection, the Debtors and Wachovia Bank
agreed to, among other things, extended the Administrative Expense
Bar Date for Wachovia and to maintain a $5 million initial reserve
to satisfy any "charge backs" or any other charges Wachovia
incurred.  The terms of this settlement are incorporated to the
March 31, 2004, confirmation order.

On Dec. 6, 2004, the Liquidation Trust sought reconsideration of
that portion of the Confirmation Order.  Since its request, the
Liquidation Trust engaged in settlement talks with Wachovia.  The
parties agree that:

   1. In the event that Wachovia does not assert a cash management
      administrative claim on or before April 15, 2005, the Cash
      Management Reserve the Liquidation Trust maintains, will be
      reduced from $5 million to $1 million;

   2. In the event that Wachovia does not assert a cash management
      administrative claim on or before May 1, 2005, the Cash
      Management Reserve the Liquidation Trust maintains, will be
      further reduced from $1 million to $0; and

   3. Any unused portion of the $100,000 retainer the Debtor paid
      to Wachovia's counsel will be returned to the Liquidation
      Trust no later than July 1, 2005, along with a final invoice
      to support the fees and costs paid to the lawyers.

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.


OWENS CORNING: Inks Severance Agreement with Senior VP for HR
-------------------------------------------------------------
Owens Corning's Compensation Committee of the Board of Directors
has approved a Key Management Severance Agreement between the
Company and Joseph C. High, Owens Corning's Senior Vice-President
of Human Resources, effective as of January 1, 2004.

The Severance Agreement provides Mr. High with certain
protections and conforms to the Company's current policy
regarding an officer's entitlement to pay, benefits and
privileges on the termination of his employment.

Absent a Change of Control, if Owens Corning terminates Mr.
High's employment for any reason other than Permanent Total
Disability or Cause, or Mr. High voluntarily terminates his
employment under circumstances involving a Constructive
Termination, Mr. High will be entitled to compensation, provided
he executes a Release and Non-Competition Agreement satisfactory
to the Company.  Under the Agreement, Mr. High will receive:

   1)  Base salary earned and as yet unpaid through the effective
       date of termination;

   2)  Two years' Base Pay;

   3)  Two times Mr. High's Separation Incentive Payment;

   4)  Incentive Pay as yet unpaid from the prior fiscal year and
       Incentive Pay for the fiscal year of termination, prorated
       for the period of Mr. High's actual employment prior to
       termination; and

   5)  Mr. High's vested Cash Balance Pension Benefit.

Mr. High will be entitled to base salary earned and as yet unpaid
through the effective date of termination and his vested Cash
Balance Pension Benefit if, prior to a Change of Control, Owens
Corning terminates his employment for Cause.  However, should
Owens Corning exercise its discretion to award Mr. High
compensation, based on effort expended and results obtained to
date, Mr. High could receive:

   1)  Up to but no more than 12 months' Base Pay;

   2)  Up to but no more than One times Mr. High's Separation
       Incentive Payment; and

   3)  Up to but no more than the amount of Incentive Pay as yet
       unpaid from the prior fiscal year.

If, within a two-year period after a Change of Control, Owens
Corning or any successor terminates Mr. High's employment for any
reason other than Permanent Total Disability or Cause, or Mr.
High voluntarily terminates his employment under circumstances
involving a Constructive Termination, Mr. High will receive:

   1)  Base salary earned and as yet unpaid through the effective
       date of termination;

   2)  Two years' Base Pay;

   3)  Two times Mr. High's Separation Incentive Payment;

   4)  Incentive Pay as yet unpaid from the prior fiscal year and
       Target Level Incentive Pay for the fiscal year of
       termination, prorated for the period of Mr. High's actual
       employment prior to termination; and

   5)  Mr. High's vested Cash Balance Pension Benefit.

If Mr. High is terminated for Cause within a two-year period
after a Change of Control, he will only be entitled to base
salary earned and as yet unpaid through the effective date of
termination and his vested Cash Balance Pension Benefit.
However, should Owens Corning exercise its discretion to award
Mr. High compensation, based on effort expended and results
obtained to date, Mr. High could receive:

   1)  Up to but no more than 12 months' Base Pay;

   2)  Up to but no more than One times Mr. High's Separation
       Incentive Payment; and

   3)  Up to but no more than the amount of Incentive Pay as yet
       unpaid from the prior fiscal year.

Mr. High received $325,000 annual salary in 2004, Owens Corning
disclosed in a recent Form 10-K filing with the Securities and
Exchange Commission.  Mr. High also received $803,316 in bonuses
for the year, including a $100,000 one-time sign-on bonus, and
$54,258 in other annual compensation.

Pursuant to the Agreement, Owens Corning will continue Mr. High's
participation and coverage for a period of two years from his
last day of employment under all the Company's life, medical and
dental plans, subject to the Company's right to modify the terms
of the plans or arrangements providing the benefits.

Mr. High agrees not to compete.

A full-text copy of the Severance Agreement is available at the
Securities and Exchange Commission at no charge:

   http://www.sec.gov/Archives/edgar/data/75234/000119312505044604/dex10.htm

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)


PACIFIC GAS: City of Palo Alto Agrees to Dismiss Appeal
-------------------------------------------------------
On March 21, 2005, the City of Palo Alto filed a stipulation in
the U.S. District Court for the Northern District of California,
asking the District Court to enter an order of voluntary
dismissal of the City's appeal to stay PG&E's Plan Confirmation
Order issued by the Bankruptcy Court on December 22, 2003.  The
District Court is expected to dismiss the appeal pursuant to the
stipulation.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.


PARAGON TRADE: Court Awards $457.9M Damages Against Weyerhaeuser
----------------------------------------------------------------
U.S. Bankruptcy Judge Margaret Murphy has entered an Order and
Judgment holding Weyerhaeuser Company liable to the bankruptcy
estate of Paragon Trade Brands for $457,858,150 million in
damages, plus attorneys' fees and interest.

This dispute stemmed from a 1993 asset sale by Weyerhaeuser to
Paragon which closed concurrent with the sale of 100 percent of
Paragon's newly issued stock to public investors.  Weyerhaeuser
received more than $200 million in proceeds from the IPO.  At the
time of the offering, Weyerhaeuser had incorporated what it knew
was patented features into diapers it sold in the business it
transferred to Paragon, but did not have the licenses from its
competitors for use of the technology.  As a result, Paragon's use
of this patented technology resulted in a patent infringement
lawsuit against Paragon by Procter & Gamble a year after the IPO,
and another case filed after the IPO against Paragon by Kimberly-
Clark Corporation.  Paragon's loss of the P&G patent case in late
1997 and the huge damages verdict and injunction that were issued
set in motion Paragon's bankruptcy filing.  In this action by
Paragon against Weyerhaeuser, the Court previously held that four
warranties included as part of the agreement between Weyerhaeuser
and Paragon were breached as a matter of law, because, among other
matters, the intellectual property assets transferred to Paragon
by Weyerhaeuser were not adequate to conduct the business that
Weyerhaeuser was conducting at the time of the IPO.  The
$457,858,150 million damages judgment follows a 15-day damages
trial held to determine the damages the Paragon estate is entitled
to recover based on Weyerhaeuser's breach of the warranties.

Judge Murphy had the following to say in her Order: ". . .  The
gravamen of Weyerhaeuser's liability is that, in addition to the
funds Weyerhaeuser received in connection with the IPO the primary
benefit of the bargain to Weyerhaeuser was divorcing itself from
what it knew to be an enormous potential patent infringement
liability that was substantially certain to occur.  Additionally,
Weyerhaeuser was able to reap the benefit of an unpredictably
successful IPO.  To reward Weyerhaeuser's strategic divestment by
limiting damages ... would encourage other large corporations to
evade liabilities by transferring assets to a subsidiary and
divesting themselves of their liability-laden subsidiaries ...
Weyerhaeuser's apparent strategy was to defer the inevitable as
long as possible.  From this perspective, it has succeeded:
Instead of paying the royalties in 1992 when they were demanded,
it has postponed the reckoning until now."

Lawyers representing Randall Lambert, the litigation claims
representative for Paragon, were John Lee and Scott Locher of
Andrews Kurth (Houston), and co-counsel Parker C. Folse, III of
Susman Godfrey L.L.P. (Seattle) and Charles E. Campbell of McKenna
Long and Aldridge L.L.P. (Atlanta).  Mr. Lambert says, "I commend
Andrews Kurth for their efforts in bringing this to trial and
seeking justice on behalf of the shareholders."

Mr. Lee, who represented Paragon shareholders in the original
investigation and now represents Lambert in bringing the claims on
Paragon's behalf, said: "Judge Murphy's findings establish that
Weyerhaeuser's 1993 IPO of Paragon was tainted by fraud and
failure to disclose the gravity of the patent infringement risk
confronting Weyerhaeuser, and, after the IPO, Paragon.  While
Weyerhaeuser managed to skirt liability for securities fraud in
the offering, Judge Murphy properly held it accountable for
breaching the warranties it was required to make to sell Paragon
in the IPO.  This Judgment will enable the Paragon shareholders
and creditors who were wiped out from the patent claims and
resulting bankruptcy to recover substantially all of their
losses."

With respect to Weyerhaeuser's statement that it intends to appeal
the liability holding and damage judgment, Lee had the following
to add: "Judge Murphy's well-reasoned and well-supported damage
award follows mainstream legal principles.  We are fully confident
we will prevail on appeal, just as we have prevailed on every one
of Weyerhaeuser's previous challenges to the liability holding.
If Weyerhaeuser continues to postpone the day of reckoning through
appeal interest will continue to accrue and the judgment will
continue to grow.  Lambert has both the temerity and the duty to
see the case through conclusion, and will."

Andrews Kurth LLP, founded in 1902, has more than 400 lawyers and
eight offices in Austin, Dallas, Houston, London, Los Angeles, New
York, The Woodlands and Washington, DC.  The firm has an
international client base and has experience in all major
industries and areas of business law.

                        About Weyerhaeuser

Weyerhaeuser Company -- http://www.weyerhaeuser.com/-- one of the
world's largest integrated forest products companies, was
incorporated in 1900. In 2002, sales were $18.5 billion. It has
offices or operations in 18 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest
products; and real estate construction, development and related
activities.

                          About Paragon

Headquartered in Norcross, Georgia, Paragon Trade Brands
Incorporated manufactures store brand infant disposable diapers,
training pants, feminine care and adult incontinence products and
other absorbent personal care products in North America.  The
Company distributes primarily through mass merchandisers, grocery
and food stores, warehouse clubs, toy stores and drug stores that
market the products under their own store brand names.  The
Company established international joint ventures in Mexico,
Argentina, Brazil, Colombia and China for the manufacture and sale
of infant disposable diapers and other absorbent personal care
products.

The Company filed for chapter 11 protection on Jan. 6,1998 (Bankr.
N.D. Ga. Case No. 98-60390).  The Company emerged from Chapter 11
protection as contemplated by a Second Amended Plan of
Reorganization and a related Disclosure Statement on January 2000.


PARAGON TRADE: Weyerhaeuser Will Appeal Bankruptcy Court Decision
-----------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) will appeal to the U.S. District
Court for the Northern District of Georgia, Atlanta Division, a
decision by the Hon. Judge Margaret Murphy of the U.S. Bankruptcy
Court for the Northern District of Georgia awarding $460 million
to the Litigation Claims Representative of Paragon Trade Brands
Inc.

Weyerhaeuser has not recorded a charge against earnings because it
believes the bankruptcy decision will ultimately be reversed.
Generally accepted accounting principles do not permit a reserve
to be established if there is a high likelihood that the company
will not be required to pay damages.

However, the company also said that it cannot predict with
certainty the ultimate outcome of the lawsuit and, therefore,
there could be a charge that could materially and adversely affect
the company's results of operations or financial condition for the
quarter and the year in which the charge is recorded.  Factors
that could lead to a charge include:

   -- whether the appeal to the U.S. District Court and/or Court
      of Appeals for the Eleventh Circuit is resolved in the
      company's favor;

   -- the outcome of any retrial ordered by an appellate court;
      and

   -- whether a summary judgment in favor of the company on
      liability is ordered by an appellate court.

The bankruptcy court's decision arises out of Weyerhaeuser's sale
to Paragon of its infant diaper business in February 1993.  In May
1999, the bankruptcy estate of Paragon commenced a lawsuit against
Weyerhaeuser alleging that it had breached warranties in the sale
agreements by failing to have licenses at the time of the sale to
certain patents.  In June 2002, the bankruptcy court issued an
oral opinion granting partial summary judgment on liability in
favor of the Paragon estate.

The court issued its damage award on April 5, 2005.  Weyerhaeuser
has consistently maintained that the sales agreement transferred
all liabilities of the infant diaper business, including any
potential liabilities relating to the patents involved in the
litigation, to Paragon as part of the sale and that, accordingly,
the suit is without merit.  The company has said that it plans to
take every step available to seek to have the bankruptcy court's
decision reversed.

                        About Weyerhaeuser

Weyerhaeuser Company -- http://www.weyerhaeuser.com/-- one of the
world's largest integrated forest products companies, was
incorporated in 1900. In 2002, sales were $18.5 billion. It has
offices or operations in 18 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest
products; and real estate construction, development and related
activities.

                          About Paragon

Headquartered in Norcross, Georgia, Paragon Trade Brands
Incorporated manufactures store brand infant disposable diapers,
training pants, feminine care and adult incontinence products and
other absorbent personal care products in North America.  The
Company distributes primarily through mass merchandisers, grocery
and food stores, warehouse clubs, toy stores and drug stores that
market the products under their own store brand names.  The
Company established international joint ventures in Mexico,
Argentina, Brazil, Colombia and China for the manufacture and sale
of infant disposable diapers and other absorbent personal care
products.

The Company filed for chapter 11 protection on Jan. 6,1998 (Bankr.
N.D. Ga. Case No. 98-60390).  The Company emerged from Chapter 11
protection as contemplated by a Second Amended Plan of
Reorganization and a related Disclosure Statement on January 2000.


PARMALAT USA: Court OKs Pact Resolving Wells Fargo Lease Disputes
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves a stipulation between Parmalat USA Corporation and
Farmland Dairies LLC resolving their disputes with regards to
certain Wells Fargo leases.

On October 20, 1998, Sunnydale Farms, Inc., entered into an
equipment lease with Norwest Equipment Finance, Inc., for certain
equipment.  The Norwest Lease provides for a $15,444 monthly lease
payment, plus applicable sales and use tax.

Also in October 1998, Sunnydale Farms entered into an equipment
lease with Wells Fargo Equipment Finance, Inc., for certain
equipment.  The Lease provides for a monthly payment equal to
$9,636, plus applicable sales and use tax.

On August 19, 1999, Parmalat USA Corp. entered into an equipment
lease with Wells Fargo for certain equipment, providing a $7,828
monthly lease payment.  Parmalat USA also executed a guaranty
absolutely and unconditionally guaranteeing payment with respect
to any of Farmland's present or future obligations owed to Wells
Fargo.

Farmland Dairies LLC and Wells Fargo entered into a Master Lease
on April 21, 2000, wherein Farmland agreed to lease certain
equipment from time to time pursuant to separate supplement
leases.  The Supplement Leases and the corresponding monthly
lease payments are:

     Lease                          Monthly Lease Payment
     -----                          ---------------------
     Supplement Lease No. 102               $9,518
     Supplement Lease No. 103                2,087
     Supplement Lease No. 104                9,073
     Supplement Lease No. 105               22,957

On May 18, 2004, Wells Fargo filed a request in the U.S. Debtors'
Chapter 11 cases compelling the assumption or rejection of the
Leases and modifying the automatic stay provisions of Section 362
of the Bankruptcy Code.  The Request has been adjourned from time
to time.

In June 2004, Wells Fargo filed:

   (a) a secured claim against Farmland, asserting $2,895,804,
       plus taxes, attorney's fees and other amounts due relating
       to the Sunnydale/Wells Fargo Claim and Supplemental Lease
       Nos. 102, 103, 104, and 105;

   (b) an unsecured claim against Parmalat USA, asserting
       $2,895,804, based on Parmalat USA's guarantee of
       Farmland's obligations; and

   (c) a secured claim against Parmalat USA for $368,612, plus
       taxes, attorney's fees and other amounts due relating to
       the Parmalat/Wells Fargo Lease.

Farmland and Parmalat USA desire to settle and compromise their
disputes respecting the Wells Fargo Leases.  Thus, the parties
stipulate that:

   Payment           Farmland will pay Wells Fargo, on account of
                     cure costs and administrative expenses, the
                     sum of $37,000, payable within 30 days of
                     the Court's approval of the Stipulation.

   Brooklyn          Farmland will assume the Northwest Lease and
                     purchase the equipment subject to that lease
                     on these terms:

                       (i) Farmland will make $15,444 monthly
                           lease payments to Wells Fargo,
                           commencing with the regularly
                           scheduled February payment;

                      (ii) Wells Fargo consents to Farmland
                           selling the equipment subject to the
                           Norwest Lease; and

                     (iii) At the completion of the equipment
                           sale, Farmland will pay Wells Fargo a
                           buyout payment equal to $330,000 minus
                           the amount of any monthly payments
                           made, but in no event will the payment
                           of the Buyout Amount be made later
                           than June 30, 2005.

   Atlanta           Parmalat USA will assume its lease with
                     Wells Fargo at the contractual term and
                     payment level, effective on the closing of
                     the sale of substantially all of Farmland's
                     operations in Atlanta, Georgia.  Farmland
                     will also assume Supplement Lease Nos. 102,
                     103 and 104 at the contractual terms and
                     payment levels, effective on the closing of
                     the sale of substantially all of Farmland's
                     Atlanta operations.

                     In the event that substantially all of
                     Farmland's Atlanta operations are not sold
                     by July 1, 2005, Parmalat USA reserves the
                     right to reject the Parmalat/Wells Fargo
                     Lease and Farmland reserves the right to
                     reject Supplemental Lease Nos. 102, 103 and
                     104 upon providing 30 days' prior notice, on
                     or after July 1, 2005.

                     If the Parmalat/Wells Fargo Lease and
                     Supplemental Lease Nos. 102, 103 and 104 are
                     rejected, Wells Fargo will be allowed a
                     claim against Parmalat USA or Farmland, as
                     applicable, for rejection damages, which
                     would consist of the net of the remaining
                     payments on each lease, minus any recovered
                     rents in the disposition or release of the
                     equipment and the reasonable costs
                     associated with the transfer, storage, and
                     sale of the subject equipment.

   Wallington        Farmland will assume Supplemental Lease No.
                     105 with amended payment and term
                     provisions.  The monthly aggregate payment
                     will be $11,000 beginning February 15, 2005,
                     for a total of 46 payments.  Following the
                     46 payments, the U.S. Debtors have the
                     option to buy out the subject equipment for
                     $200,000.  In addition, Lease No. 105 is
                     amended to give the Debtors the right to
                     exercise an early buy-out on 60 days' prior
                     notice, in which case Farmland would be
                     entitled to buy out the equipment in
                     exchange for a payment equal to the sum of:

                       (i) all past due payments under the lease,
                           including late charges;

                      (ii) unpaid rent for the balance of the
                           lease term discounted at a 5% rate;

                     (iii) the present value of $200,000,
                           discounted at a 5% rate.

   Northwest Lease   Wells Fargo grants title over the equipment
                     subject to the Northwest Lease to Farmland.
                     Wells Fargo cedes all rights, interests or
                     claims it has or may have pursuant to the
                     Lease.

   Allowed Claim     Farmland grants Wells Fargo an allowed
                     general unsecured claim in a reduced amount
                     equal to $499,000.

                     Parmalat USA grants Wells Fargo an allowed
                     general unsecured claim for a reduced amount
                     of $220,000.

                     Wells Fargo's claim relating to the
                     Parmalat/Wells Fargo Lease will be deemed
                     withdrawn with prejudice on the date that
                     the Court approves the Stipulation.

   Taxes             Farmland agrees to pay Wells Fargo $35,250
                     -- which amount represents the outstanding
                     property taxes for 2004 aggregating $21,538
                     and the pro-rated property taxes due for
                     2005 totaling $13,712 -- payable within 30
                     days of the Court's approval of the
                     Stipulation.

   Releases          Wells Fargo will be released from all
                     preference, fraudulent conveyance or other
                     avoidance actions pursuant to the Bankruptcy
                     Code and other federal and state law,
                     including any cause of action by the U.S.
                     Debtors arising out of Section 547.

                     Stipulation, Wells Fargo will release
                     Farmland and Parmalat USA from any liability
                     under the Wells Fargo Claims and all other
                     claims or causes of action not specifically
                     set in the Stipulation.

   Covenant          Parmalat USA and Farmland covenant and agree
                     to use commercially reasonable efforts to
                     assist Wells Fargo to resolve tax disputes
                     and obtain tax refunds related to the
                     equipment subject to the Leases.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/--generatesmore
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)


PEGASUS COMMS: Reporting Delay Triggers Nasdaq Delisting Process
----------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ: PGTV) received a
Nasdaq staff determination on April 5, 2005, that the company has
failed to comply with the Nasdaq filing requirement, as set forth
in Marketplace Rule 4310(c)(14), due to the fact that it did not
file its Annual Report on Form 10-K for the year ended Dec. 31,
2004, with the SEC by March 31, 2005.  As a result, beginning at
the opening of trading on April 7, 2005, Nasdaq will append the
fifth character "E" to the company's trading symbol.

Pegasus intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the staff determination.  The
hearing request will stay the delisting and the company's Class A
common stock will continue to be listed on The Nasdaq National
Market until the Panel issues its decision.  There can be no
assurance that the Panel will grant the company's request for
continued listing.  The hearing is expected to be held within the
next four to six weeks and the Panel will issue its decision
following the hearing.

The company said that it is diligently working to file its
Form 10-K with the SEC and hopes to do so in the near future.
Pegasus' failure to file its Form 10-K by March 31, 2005, has been
occasioned by:

   -- the resignation of the company's former independent public
      accountants on December 29, 2004;

   -- the delay in the engagement of the company's new public
      accountants until February 14, 2005;

   -- as well as the time and resources required to be devoted by
      management to the Chapter 11 bankruptcy proceedings of its
      subsidiary, Pegasus Satellite Communications, Inc.

                  About Pegasus Communications

Pegasus Communications Corporation is the parent company of:

   * Pegasus Satellite Communications, Inc.;

   * Pegasus Development Corporation, which holds Ka band
     satellite licenses granted by the FCC and intellectual
     property rights licensed from Personalized Media
     Communications L.L.C.;

   * Pegasus Guard Band LLC, which holds FCC licenses to provide
     terrestrial communications services in the 700 MHZ spectrum
     covering areas of the United States including approximately
     180 million people -- POPS; and

   * Pegasus Rural Broadband LLC, which provides wireless
     broadband Internet access in rural areas.

Pegasus Communications Corporation provides digital satellite
television to rural households throughout the United States.  It
is are the 10th largest pay television company in the United
States and the only publicly traded cable or satellite company
exclusively focused on service to rural and underserved areas.
Pegasus owns and operates television stations affiliated with
CBS, FOX, UPN and The WB networks.

At Sept. 30, 2004, Pegasus Communications' balance sheet showed a
$423,200,000 stockholders' deficit, compared to a $105,330,000
deficit at Dec. 31, 2003.


QWEST COMMS: Names Thomas Richards as Executive Vice President
--------------------------------------------------------------
Qwest Communications International, Inc. (NYSE:Q) appointed Thomas
E. Richards as Executive Vice President, Business Markets Group,
effective April 4, 2005.  Mr. Richards will be based in Denver,
reporting directly to Richard C. Notebaert, Qwest's Chairman and
CEO.

"Tom Richards is an outstanding leader who will be a tremendous
asset to the Qwest team as we capitalize on the momentum in our
business," said Mr. Notebaert.  "I am confident that Tom's
extensive experience in the telecommunications industry will make
him an ideal leader for Qwest's Business Markets Group.  During
three decades of experience, Tom has acquired deep knowledge of
key customer segments, from wireless to network services to the
Internet, and he has managed integrated operations comprising tens
of thousands of employees."

In his new role, Mr. Richards will oversee the sales, marketing
and delivery of telecommunications services to all of Qwest's
regional, national and global business customers.  He will be
replacing Clifford S. Holtz who is leaving the company to pursue
other opportunities.

Of his new appointment, Mr. Richards said, "I am looking forward
to joining the Qwest team at this exciting time as we continue to
build on a tradition of excellence in the Business Markets Group,
and tackle new growth opportunities that will benefit customers."

Mr. Richards joins Qwest with nearly 30 years of professional
experience in the telecommunications industry, most recently with
Clear Communications, an international supplier of optical and
digital network management software where he served as President,
CEO and Chairman of the board.  Prior to joining Clear
Communications, Mr. Richards spent 24 years at leading regional
communications companies where he held management positions in
operations, sales and marketing.

Mr. Richards received a BA in Economics from the University of
Pittsburgh and a MS in Management from the Massachusetts Institute
of Technology's Sloan School of Management as an Alfred P. Sloan
Fellow.

"I would like to thank Cliff Holtz for his years of service at
Qwest," said Mr. Notebaert.  "Thanks to his leadership, I am
confident that the team he has built is ready for the future."

                          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.


ROGERS & SON: Court Converts Chapter 11 Case to Ch. 7 Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
converted Rogers & Son Construction, Inc.'s chapter 11 case to a
chapter 7 liquidation proceeding on March 24, 2005, at the
Debtor's behest.

Rogers & Son is unable to stem its continuing losses and
diminution of the value of its estate.  The company concluded
there's no likelihood for rehabilitation.  The Debtor is no longer
able to continue insurance coverage and can't fund its payroll.
The Debtor tells the Court that it can't craft a chapter 11 plan
that  would meet the requirements of Section 1123 of the
Bankruptcy Code.

The Court directs the Debtor to file with the Court Clerk by
today, April 8, 2005:

   * final statements of profit and loss and cash position by as
     of March 24, 2005;

   * these additional schedules:

        (i) Schedule D -- list of creditors holding secured claims
            or interests;

       (ii) Schedule E -- list of creditors holding unsecured
            priority claims or interests; and

      (iii) Schedule F -- list of creditors holding unsecured non-
            priority claims or interests;

     showing claims or interests against the Debtor arising after
     the chapter 11 petition date;

   * a mailing matrix

   * revised schedules:

        (i) Schedule A -- list of real properties;
       (ii) Schedule B -- list of personal properties;
      (iii) Schedule C -- list of properties claimed as exempt;
       (iv) Schedule I -- current income
        (v) Schedule J -- current expenditures

   * a description of any postpetition transactions that should be
     reflected in the Statement of Affairs filed as of March 24,
     2005.

Headquartered in Summerville, South Carolina, Rogers & Son
Construction, Inc., provides general contracting, concrete,
structural-steel, excavation, and demolition work for commercial,
industrial, institutional, and utility projects.  The Debtor filed
for chapter 11 protection on Jan. 26, 2005 (Bankr. D. S.C. Case
No: 05-00901).   Charles S. Bernstein, Esq., at Bernstein &
Bernstein, P.A., in North Charleston, South Carolina presents the
Debtor in its restructuring efforts.  When the company filed for
bankruptcy, it reported assets & debts from $1 to $10 million.


ROGERS & SONS: Trustee Wants David R. Fischbein as Accountant
-------------------------------------------------------------
Kevin Campbell, the Chapter 7 Trustee overseeing the liquidation
of Rogers & Son Construction, Inc., asks the U.S. Bankruptcy Court
for the District of South Carolina for permission to employ David
R. Fischbein as his accountant.

Mr. Campbell wants Mr. Fischbein to perform these services:

    a) examine the books and records of the Debtor;

    b) investigate other records relating to the financial
       condition and business transactions;

    c) prepare and file tax returns as required by the
       taxing authorities which must be filed by Mr. Campbell;
       and

    d) render other assistance as the Trustee may deem
       appropriate.

The papers filed with the Bankruptcy Court do not indicate how
much Mr. Fischbein will be paid for his work.

Headquartered in Summerville, South Carolina, Rogers & Son
Construction, Inc., provides construction services.  The Company
filed for chapter 11 protection on January 26, 2005 (Bankr. South
Caolina, Charleston Division Case No. 04-13943). The case was
converted to chapter 7 on March 24, 2005.  Charles S. Bernstein,
Esq., at Bernstein & Bernstein, P.A. represents the Debtor.  When
the Company filed for protection from its creditors, it listed an
estimated $1 Million to $10 Million in total assets and an
estimated $1 Million to $10 Million in total debts.


SALEM COMMS: Completes Radio Station Exchange with Univision
------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM), the leading radio
broadcaster focused on Christian and family-themed programming,
completed the exchange of radio stations in Chicago, Houston and
Dallas effective March 31, 2005, which are part of the previously
announced exchange with Univision Communications Inc.

The completed transaction involves the exchange by Salem of radio
station WPPN (106.7 FM), serving Chicago, for the following three
radio stations from Univision:

   -- WIND (560 AM) Chicago,
   -- KKHT (100.7 FM), serving Houston, and
   -- KNIT (1480 AM), Dallas.

KSFS (94.3 FM), serving Sacramento, Calif., and KVVZ (100.7 FM),
serving San Francisco, Calif., continue to operate under local
marketing agreements.  It is anticipated that the exchange of
these radio stations will be completed during the second quarter
of 2005.

                        About the Company

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

                          *     *     *

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

Moody's upgraded these ratings:

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

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

Moody's assigned these ratings:

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

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

Moody's said the rating outlook is stable.


SALEM COMMS: Inks Pact to Acquire Radio Station for $900,000
------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM), the leading radio
broadcaster focused on Christian and family themed programming,
will acquire KHLP (1420 AM) in Omaha, Nebr., from Journal
Broadcasting Group for $900,000.  Salem expects to operate the
station, once acquired, in its growing News Talk format.

Joe D. Davis, executive vice president and chief operating
officer, commented, "The addition of KHLP (1420 AM) supports our
strategy of building radio station clusters in each of our markets
allowing us to better serve our listeners and our advertisers and,
at the same time, gain technical and operating efficiencies.  KHLP
(1420 AM) will join KCRO (660 AM), our Christian Teaching and
Talk-formatted station, and KGBI (100.7 FM), our Contemporary
Christian Music station, providing Salem with a third format to
serve Omaha and surrounding areas."

Doug Kiel, chief executive officer of Journal Broadcast Group and
president of Journal Communications, Inc., said, "While Journal
rarely seeks station divestitures, the sale of KHLP (1420 AM) to
Salem actually strengthens our very successful Omaha operations by
allowing our people and resources to be even better focused on our
core stations in the market."

Johnny Andrews, general manager KGB I (100.7 FM) and KCRO
(660 AM), will add KHLP (1420 AM) to his responsibilities as
market manager for Salem in Omaha.

                        About the Company

Salem Communications Corporation (Nasdaq:SALM) --
http://www.salem.cc/-- headquartered in Camarillo, Calif., is the
leading U.S. radio broadcaster focused on Christian and family-
themed programming.  Upon the close of all announced transactions,
the company will own 106 radio stations, including 68 stations in
24 of the top 25 markets.  In addition to its radio properties,
Salem owns Salem Radio Network(R), which syndicates talk, news and
music programming to more than 1,900 affiliates; Salem Radio
Representatives(TM), a national radio advertising sales force;
Salem Web Network(TM), a leading Internet provider of Christian
content and online streaming; and Salem Publishing(TM), a leading
publisher of Christian themed magazines.

Journal Broadcast Group owns a total of 38 radio stations and
seven television stations in 11 states and operates an additional
television station under a local marketing agreement. The
broadcast business of Journal Communications Inc., Journal
Broadcast Group is headquartered in Milwaukee. Journal
Communications (NYSE:JRN) is a diversified media and
communications company with operations in publishing,
broadcasting, telecommunications and printing services.

                          *     *     *

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

Moody's upgraded these ratings:

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

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

Moody's assigned these ratings:

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

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

Moody's said the rating outlook is stable.


SENETEK PLC: Terminates Merger Talks with IGI, Inc.
----------------------------------------------------
Senetek PLC (OTC Bulletin Board: SNTKY) has terminated merger
discussions with IGI, Inc.  Senetek's Chairman and CEO, Frank J.
Massino, commented, "The two companies have agreed to work
together in mutually capitalizing on their respective technologies
and established channels of distribution.  We will be working very
closely with IGI, Inc., to identify and evaluate ways in which we
can maximize revenues for both companies."

                        About the Company

Senetek PLC -- http://www.senetekplc.com/-- is a life sciences-
driven product development and licensing company focused on the
high growth market for products primarily addressing age-related
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
skin care marketers including Valeant Pharmaceuticals, The Body
Shop and Revlon, and has licensed its Invicorp erectile
dysfunction technology to Ardana Bioscience Ltd. for Europe, with
rights to additional markets.  Senetek's researchers at the
University of Aarhus, Denmark, also are collaborating with the
Institute of Experimental Botany, Prague, and with Beiersdorf AG,
Hamburg, to identify and evaluate additional new biologically
active compounds for the high growth skin care 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.


SHAW GROUP: Likely Stock Sale Prompts S&P to Watch Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured ratings on The Shaw Group Inc. on
CreditWatch with positive implications.  At the same time, we also
placed our 'B+' senior unsecured and 'B' preliminary subordinated
shelf ratings on CreditWatch with positive implications.

"The CreditWatch placement followed the company's announcement
that it intends to sell up to 12.5 million shares of common stock
for estimated proceeds of up to $262.5 million, with the intention
of using proceeds and other available resources to fund a tender
offer for outstanding $253 million 10 3/4% senior notes due 2010,"
said Standard & Poor's credit analyst Paul Kurias.

At Dec. 31, 2004, the Baton Rouge, La.-based company had $483
million of lease-adjusted debt outstanding.

Based on our estimate of EBITDA for the 12 months ended Feb. 28,
2005, pro forma for the tender, total lease-adjusted debt to
EBITDA would potentially strengthen to about 2x from levels of
approximately 4x.

The Shaw Group is a leading global provider of engineering and
construction (E&C) services, mainly to the power, process, and
environmental and infrastructure sectors.

The CreditWatch will consider the potential benefits of this
deleveraging event.  In addition, we will meet with management to
discuss its business objectives and longer-term capital structure
goals. The rating review will also factor in Shaw's near- to
intermediate-term prospects and free cash flow generating
capabilities.


SL COMMERCIAL: Fitch Puts BB+ Rating on $20.3 Mil. Mortgage Certs.
------------------------------------------------------------------
SL Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1997-C1, are affirmed:

      -- Interest-only class X at 'AAA';
      -- $3.7 million class D at 'AAA';
      -- $2.5 million class E at 'AAA';
      -- $20.3 million class F at 'BB+'.

The rating affirmations reflect scheduled amortization and stable
performance of the transaction.  As of the March 2005 distribution
date, the pool's certificate balance has decreased 89.5% to $26.5
million from $253.7 million at issuance.  Classes A, B, and C have
been paid in full.

The pool has become more concentrated with only 12 of the original
56 loans remaining.  The top five loans account for (54%) of the
pool balance.  Retail properties make up 57% of the transaction,
however are diversified by location.  GMAC Commercial Mortgage
Corp., the master servicer, collected year-end 2003 financials for
seven of the remaining 12 loans (45.4%) in the pool.  Since
issuance, there have been no delinquencies or specially serviced
loans in the transaction.


SOLUTIA INC: Appoints J.P. Wright & J. R. Voss as Senior VPs
------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ)reported two changes to
its executive leadership team, effective immediately.  "These
changes are another important step in our strategy to position
Solutia to thrive after emergence from Chapter 11," said Jeffry N.
Quinn, president and CEO, Solutia Inc.

Jonathon P. Wright has been named senior vice president of
Solutia Inc. and president of integrated nylon.  In this role he
will lead Solutia's integrated nylon division, a $1.6 billion
business that is a leading producer of high-performance polymers,
carpet fiber, and chemical intermediates.  He will have
responsibility for all commercial, operational and strategic
aspects of the business.  Wright replaces John F. Saucier, who
will be leaving Solutia.

James R. Voss has been named senior vice president - business
operations for Solutia Inc.  In this role he will have enterprise-
wide responsibility for human resources, procurement, information
technology, governmental affairs, communications and public
affairs.

"Jonathon and Jim are seasoned professionals who bring fresh
perspectives to their roles at Solutia.  The decision of these
two proven executives to join our team is a clear endorsement of
the progress we are making to position Solutia for future
success," added Quinn.  "Jonathon will provide the strategic and
commercial leadership that will revitalize our integrated nylon
business.  Jim will be a strong partner with Jonathon and Luc De
Temmerman, senior vice president of Solutia Inc. and president of
performance products, in their efforts to optimize our business
and operational performance."

Mr. Wright, 45, joins Solutia from Charles River Associates, a
global management consulting firm, where he served as vice
president.  Prior to that, he led Arthur D. Little's strategy
practice and management consulting business in North America.
During his eight-year consulting career, Wright worked
extensively in the petrochemical, specialty chemical, and related
process industries.  Previously, Wright held various operating,
commercial and strategic roles with British Gas.  Wright holds a
M.Sc. in economics from Reading University and was an honors
graduate in economics from City of London Polytechnic.

Mr. Voss, 38, joins Solutia from Premcor Inc., a major independent
oil refiner, where he most recently served as senior vice
president and chief administrative officer.  In addition to his
four years at Premcor, Voss' previous business experience includes
ten years in operational and human resources capacities with
United Parcel Services, Foodmaker Industries and Swank Inc.
Voss holds bachelor's degrees in psychology and sociology from
Maryville University, a master's degree in human resources
development from Webster University, and a MBA from Washington
University in St. Louis.

In addition to Mr. Quinn, Mr. De Temmerman, Mr. Wright and Mr.
Voss, Solutia's executive leadership team consists of:

      * James M. Sullivan
        Senior Vice President
        Chief Financial Officer

      * Rosemary L. Klein
        Senior Vice President
        General Counsel
        Corporate Secretary

      * Max W. McCombs
        Vice President
        Environmental, Safety and Health

      * Robert T. DeBolt
        Vice President
        Strategy.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson,
Dunn & Crutcher, LLP.   (Solutia Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Discovery in FMC Corp. Litigation to End May 31
------------------------------------------------------------
As previously reported, on October 14, 2003, Solutia filed an
action in Circuit Court in St. Louis County, Missouri, against
FMC Corporation over the failure of purified phosphoric acid
technology provided by FMC to Astaris, the 50/50 joint venture
between Solutia and FMC.  On February 20, 2004, Solutia
voluntarily dismissed the state court action and filed an
adversary proceeding against FMC in the U.S. Bankruptcy Court for
the Southern District of New York.  FMC filed with the bankruptcy
court a motion to withdraw the reference.  The motion was
granted, and, as a result, the matter is now pending in the U.S.
District Court for the Southern District of New York.  FMC has
filed a motion to dismiss Solutia's action based on an alleged
lack of standing.

On October 15, 2004, the court heard oral arguments on FMC's
motion to dismiss.  Discovery is ongoing with the discovery
deadline set for May 31, 2005.  Solutia is vigorously pursuing
its action.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson,
Dunn & Crutcher, LLP.   (Solutia Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPANCRETE OF FLORIDA: Case Summary & 20 Largest Unsecured Cred.
---------------------------------------------------------------
Debtor: Spancrete of Florida, LLC
        6201 Lee Ann Lane
        Naples, Florida 34109

Bankruptcy Case No.: 05-06482

Type of Business: The Debtor manufactures precast concrete
                  products and equipment.
                  See http://www.spancreteofflorida.com/

Chapter 11 Petition Date: April 7, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Andrew T. Jenkins, Esq.
                  Jeffrey W. Warren, Esq.
                  Bush Ross, P.A.
                  PO Box 3913
                  Tampa, Florida 33602
                  Tel: (813) 224-9255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strand-Tech Martin Inc.       Trade Debt                $193,499
Box 2220
Summerville SC 29484

Eastern Portland Cement       Trade Debt                $157,411
Corp
P.O. Box 701093
Cincinnati OH 45270-1093

Heartland Harvesting Inc      Trade Debt                $109,224
11401 Payne Road
Sebring FL 33875

Spancrete Machinery Corp      Deficiency                 $99,152

Fifth Third Bank              Deficiency                 $90,414

Campbell Crane Company        Trade Debt                 $85,022

Best Aggregate Carrier        Trade Debt                 $78,731

Allied Crane Service Inc      Trade Debt                 $77,084

Florida Rock Industries Inc   Trade Debt                 $49,744

Jahna Concrete Inc            Trade Debt                 $38,230

Madsen Kneppers & Assoc Inc   Trade Debt                 $34,200

PG Bulk Inc                   Trade Debt                 $32,345

RMC South Florida Inc         Trade Debt                 $26,374

FCCI Commercial Ins Company   Trade Debt                 $25,384

George Hartz & Lundeen        Trade Debt                 $24,072

Spancrete Manufactures Assoc  Trade Debt                 $22,500

Youngquist Brothers Rock Inc  Trade Debt                 $21,635

Randy J Mellor Construction   Trade Debt                 $17,203

PenHall/SaintGobain Abrasi    Trade Debt                 $15,419

Hamilton Form Company Inc     Trade Debt                 $15,300


SPIEGEL INC: Can Conduct Eddie Bauer Store Closing Sale
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Spiegel, Inc., and its debtor-affiliates permission to
conduct Store Closing Sale at Eddie Bauer Home Stores and, if
necessary, in some Eddie Bauer retail apparel stores governed by
a Home Store Lease, in accordance with the guidelines previously
negotiated with the landlords of those Eddie Bauer stores and as
approved by the Court in connection with previous store closings.

The Court directs Spiegel, Inc., and its debtor-affiliates to
notify, on or prior to May 2, 2005, all Landlords whose Home Store
Leases they intend to assume or reject and provide notice of the
effective date of rejection, provided that the effective date of
rejection will be no earlier than May 31, 2005, and provided that
the effective date of rejection may be later than the Plan
Effective Date but in no case later than September 30, 2005.

The Court authorizes and empowers the Debtors pursuant to Section
363(b) of the Bankruptcy Code to conduct the Store Closing Sale
at the Home Stores, which sale will be no more than 12 weeks in
duration, with the final day of that sale to be no later than
September 30, 2005.

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)


TELTRONICS INC: Dec. 31 Balance Sheet Upside-Down by $6 Million
---------------------------------------------------------------
Teltronics, Inc. (OTC Bulletin Board: TELT) reported its financial
results for the year ended December 31, 2004.  Revenues for 2004
were $46.0 million as compared to $46.9 million reported in 2003.
The Company reported a net income of $539,000, a $3.8 million
improvement, which resulted partially from the $1.2 million gain
on the sale of certain patents, over the $3.3 million loss
reported in 2003.  The net loss available to common shareholders
for 2004 decreased to $86,000 from a $3.9 million loss for 2003.

Gross profit margin increased from 39.0% for 2003 to 39.7% for
2004.  The Company's operating expenses for 2004 decreased
$2.6 million from 2003 due primarily to a full year realization of
the Company's cost reduction program implemented.

"We are pleased that revenues have stabilized and that the
industry appears to have turned the corner on the difficult times
of the past four years," said Ewen Cameron, Teltronics' President
and Chief Executive Officer.  "The start of the industry's
recovery, along with the continuing benefits of our cost-cutting
initiatives, enabled the Company to generate net income for the
first time since 1999.  What is most exciting is that we believe
the Company is well positioned, both in product offerings and in
its cost structure, to carry this performance into 2005 and
beyond," Cameron concluded.

                        About the Company

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.
Teltronics offers a full suite of Contact Center solutions --
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

At Dec. 31, 2004, Teltronics' balance sheet showed a $6,043,551
stockholders' deficit, compared to a $6,124,389 deficit at
Dec. 31, 2003.


TIAA CMBS: Fitch Upgrades Low-B Ratings of Three Cert. Classes
--------------------------------------------------------------
Fitch Ratings upgrades TIAA CMBS I Trust's commercial mortgage
pass-through certificates, series 2001-C1:

   -- $58.6 million class B to 'AAA' from 'AA';
   -- $51.3 million class C to 'AA+' from 'A';
   -- $22 million class D to 'AA-' from 'A-';
   -- $14.7 million class E to 'A+' from 'BBB+';
   -- $18.3 million class F to 'A-' from 'BBB';
   -- $14.7 million class G to 'BBB+' from 'BBB-';
   -- $33 million class H to 'BBB' from 'BB+';
   -- $14.7 million class J to 'BBB-' from 'BB';
   -- $11 million class K to 'BB+' from 'BB-'.

In addition, Fitch affirms these classes:

   -- $24.2 million class A-1 'AAA';
   -- $119.4 million class A-2 'AAA';
   -- $214.6 million class A-3 'AAA';
   -- $400 million class A-4 'AAA';
   -- $172 million class A-5 'AAA';
   -- Interest only class X 'AAA';
   -- $14.7 million class L 'B+';
   -- $7.3 million class M 'B';
   -- $7.3 million class N 'B-'.

Fitch does not rate the class O certificates.

The upgrades reflect improved credit enhancement levels since
issuance due to loan payoffs and amortization.  As of the March
2005 distribution date, the pool's aggregate certificate balance
has decreased 23.5%, to $1.11 billion from $1.46 billion at
issuance.  Of the original 252 loans, 199 remain outstanding in
the pool.  There are currently no delinquent or specially serviced
loans.

The pool's property type concentrations include:

            * retail (33%),
            * multifamily (22%),
            * cooperative housing (11%), and
            * industrial (11%).

Higher risk property types which include hotels and healthcare
properties, account for 12.5% of the pool.  Geographic
concentrations include:

            * California (11%),
            * New York (10%),
            * Florida (9%),
            * New Jersey (8%), and
            * Texas (7%).


TOMS FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tom's Foods Inc.
        aka Tom's
        aka Tom's Foods
        900 8th Street
        Columbus, Georgia 31901

Bankruptcy Case No.: 05-40683

Type of Business: The Debtor manufactures and distributes snack
                  foods. Its product categories include chips,
                  sandwich crackers, baked goods, nuts, and
                  candy.

Chapter 11 Petition Date: April 6, 2005

Court: Middle District of Georgia (Columbus)

Judge: John T. Laney, III

Debtor's Counsel: David B. Kurzweil, Esq.
                  Greenberg Traurig, LLP
                  3290 Northside Parkway, Suite 400
                  Atlanta, Georgia 30327

Total Assets: $93,100,000

Total Debts:  $79,091,000

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


TORCH OFFSHORE: Selling Vessels to Cal Dive for $92 Million
-----------------------------------------------------------
Torch Offshore, Inc. (OTC Pink Sheets: TORCQ) entered into an
asset purchase agreement with Cal Dive International, Inc.
(Nasdaq: CDIS).

Under the purchase agreement, Cal Dive has agreed to serve as the
"stalking horse" bidder for the purchase of Torch's fleet of
vessels, including all equipment, inventory, intellectual property
and other assets related to the operation of the vessels.  In
exchange for these assets, Torch will receive consideration of
approximately $92.0 million, including a deposit of $4.6 million,
which will be credited towards the purchase price.  The purchase
agreement does not include Torch's accounts receivable, overhead
assets unrelated to the operation of the vessels, and claims owned
by Torch's bankruptcy estate.

On April 6, 2005, Torch filed the purchase agreement with the
United States Bankruptcy Court for the Eastern District of
Louisiana along with a motion seeking the establishment of bidding
procedures for an auction that allows other qualified bidders to
submit higher or otherwise better offers for all or part of
Torch's assets, as required under Section 363 of the Bankruptcy
Code.

If Cal Dive is the highest bidder for all of Torch's assets, it is
anticipated that the transaction will be completed in the second
quarter of 2005, pending approval of the Bankruptcy Court and
certain government regulatory agencies.

Owen Kratz, Chairman and Chief Executive Officer stated, "This
transaction represents our continued commitment to the Marine
Contracting business as it remains an integral part of our
Production Contracting business model."

                           About Cal Dive

Cal Dive International, Inc., headquartered in Houston, Texas, is
an energy service company, which provides alternate solutions to
the oil and gas industry worldwide for marginal field development,
alternative development plans, field life extension and
abandonment, with service lines including marine diving services,
robotics, well operations, facilities ownership and oil and gas
production.

                       About Torch Offshore

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TOWER AUTOMOTIVE: Moody's Assigns Low-B Ratings on $725M Debts
--------------------------------------------------------------
On February 25, 2005 Moody's Investors Service assigned point-in-
time unmonitored ratings for $725 million of debtor-in-possession
credit facilities provided to R.J. Tower Corporation as a Debtor-
in-Possession.  RJ Tower is the primary domestic subsidiary of
Tower Automotive, Inc. as a Debtor-in-Possession.  No outlook was
assigned, given that the ratings will remain unmonitored and
therefore will not be updated for future events.

The DIP facility ratings were:

   - A Ba2 rating for RJ Tower's $300 million tranche A DIP
     Revolver due February 2, 2007;

   - A Ba3 rating for RJ Tower's $425 million tranche B DIP Term
     Loan due February 2, 2007

The notching differential between the DIP facilities was based
upon the fact that while both DIP facilities are supported by
superpriority claim status, perfected first-priority senior
priming liens, and guarantees by Tower Automotive and
substantially all domestic subsidiaries, the credit agreement
specifies that the DIP Revolver obligations are to be repaid in
full prior to any repayments of the DIP Term Loan obligations.

The collateral package for the DIP facilities consists of first
liens on most of the company's domestic assets, 100% of the stock
of domestic subsidiaries, and up to 65% of the stock of first-tier
foreign subsidiaries.  Drawdowns under the DIP Revolver are also
supported at all times by a domestic borrowing base limitation.
While this borrowing base provides some added protection to the
lenders under this facility, Moody's notes that up to 75% of the
borrowing base calculation is permitted to consist of advances
against appraised orderly liquidation values for machinery and
equipment.  Moody's notes that this revolving credit structure is
heavily driven by the value of property and equipment and places
limited reliance upon the support of liquid asset coverage.

The rating assignments for the DIP facilities favorably reflected
that approximately $818 million of senior unsecured pre-petition
debt obligations were classified as liabilities subject to
compromise and will not receive any cash interest payments while
Tower Automotive and its domestic subsidiaries remain in
bankruptcy.  The DIP ratings additionally reflected that the DIP
Revolver provides the company with access to incremental
liquidity, that Tower has approximately $1.4 billion of value-
added new business launching through 2005 with many of these
launches already completed, and that the company continues to
benefit from significant support from its key customers
particularly in light of its high volume of new launches and
limited number of full-service competitors.

Steel exposure will be further mitigated through the transition to
additional low-risk resale agreements with customers.  Tower's
international operations remain strong and profitable, and the
company maintains that there will be sufficient flexibility to
repatriate funds as needed.  Management represents that none of
Tower's foreign liquidity facilities contain provisions
restricting the transfer of foreign cash to the US.  Despite the
fact that the DIP lenders will not hold direct liens on foreign
assets, they will have the legal right to receive any cash
proceeds from foreign subsidiary sales.

The DIP rating assignments were constrained by:

   1. the transaction's non-traditional borrowing base and
      reliance primarily upon recovery from fixed asset coverage
      and/or future cash flows;

   2. concern that management's assumptions regarding improving
      business economics and performance enhancements may be
      difficult to achieve in the current environment;  and

   3. potential for the rollouts of new launches to be delayed
      and/or for production volumes of existing platforms to fall
      below expectations.

A high proportion of Tower's assets and operating margins are
notably generated outside of the US and consideration of the US
operations alone would not support the ratings assigned.  Moody's
additionally notes that Tower's ongoing projected liquidity
remains reliant upon accommodations by certain customers and a
small degree of future trade support.  The company will
additionally be obligated to continue to pay cash interest for its
$155 million second-lien letter of credit facility, its
approximately $185 million of foreign debt, and about $67 million
of existing IRB's and capital leases that will not be compromised
as a result of the bankruptcy filing.  DIP Revolver usage is
notably expected to increase over the life of the facility, as the
company finances new launches and funds restructuring efforts.

Tower Automotive, Inc., headquartered in Novi, Michigan, is a Tier
1 supplier of structural components and assemblies for automotive
manufacturers.  Annual revenues approximate $3.0 billion.  Tower
Automotive and its direct and indirect wholly-owned domestic
subsidiaries filed for protection under Chapter 11 of the US
Bankruptcy Code on February 2, 2005.


UNION ACCEPTANCE: Inks Share Exchange Pact with White River
-----------------------------------------------------------
Union Acceptance Corporation (Pink Sheets:UACA) and White River
Capital, Inc., reported that White River has filed with the
Securities and Exchange Commission a registration statement on
Form S-4 and Form S-1 in connection with two related offerings:

   -- White River is offering up to 310,191 shares of its common
      stock to UAC shareholders in a share exchange for shares for
      UAC common stock.  The exchange ratio is one share of White
      River common stock for 100 shares of UAC common stock.  As a
      result of the share exchange, UAC will become a wholly owned
      subsidiary of White River.  The share exchange is subject to
      shareholder approval.

   -- White River is offering 3,500,000 shares of its common stock
      in a subscription offering to UAC shareholders and certain
      standby purchasers.  The subscription price is expected to
      be $10.00 per share.

The record date for determining the UAC shareholders entitled to
vote on the share exchange and participate in the subscription
offering is April 5, 2005.

The subscription offering represents new financing for White
River.  Proceeds will be used by White River in part to acquire
Coastal Credit, LLC, headquartered in Virginia Beach, Virginia and
to purchase notes of UAC issued pursuant to UAC's Plan of
Reorganization, which was confirmed by the bankruptcy court on
August 8, 2003.

White River will mail a final proxy statement/prospectus to UAC
shareholders of record, as soon as practical after the Securities
and Exchange Commission declares the registration statement
effective.

                     About White River Capital

White River Capital, Inc. is an Indiana corporation incorporated
by UAC for the purpose of completing the transactions described in
the registration statement.

                        About Coastal Credit

Coastal Credit, LLC is a specialized finance company engaged in
the business of acquiring and servicing vehicle retail installment
sales contracts.

                       About Union Acceptance

Union Acceptance Corporation is a specialized finance company
engaged in the business of holding and administering automobile
retail installment sales contracts and installment loan agreements
headquartered in Indianapolis, Indiana.  Union Acceptance filed a
petition for reorganization under Chapter 11 of the Bankruptcy
Code in the Southern District of Indiana, Indianapolis Division of
the U.S. Bankruptcy Court on October 31, 2002 to facilitate a
financial restructuring.  On August 8, 2003, the Court confirmed
UAC's Second Amended Plan of Reorganization.  UAC emerged from
bankruptcy on the effective date of the Plan, September 8, 2003.

The confirmed Plan prescribes that available cash resources and
cash flows released over time from the retained interest be used
to repay creditors in their order of priority.  Holders of senior
and senior subordinated notes received new limited-recourse
restructured notes reflecting these rights.  For convenience,
holders of smaller unsecured claims were entitled to elect a
discounted repayment in exchange for early payout.

As reported in the Troubled Company Reporter on March 12, 2005, as
a result of the revaluation of retained interest and the
associated impact on future cash flows, UAC has estimated that
approximately $65 million of liabilities confirmed in the Plan
will not likely be paid.


UNITED AIRLINES: Inks Transition Plan Agreement with Air Wisconsin
------------------------------------------------------------------
United Airlines has reached a tentative agreement with Air
Wisconsin Airlines on flying and ground-handling transition plans.
The agreement is subject to approval by the U.S. Bankruptcy Court
and is expected to be heard during the regularly scheduled Omnibus
hearing on April 22.

As reported in the Troubled Company Reporter on Mar. 16, 2005,
United and Air Wisconsin are parties to 20 Agreements, including
the United Express Agreement, which governs regional jet services.

After evaluating bids received as part of the request for proposal
issued in November 2004, United will have a new group of regional
air carriers take over all United Express flying currently
operated by Air Wisconsin out of Washington Dulles, Chicago O'Hare
International and Denver International Airports.  Air Wisconsin
will continue to perform ground handling for United Express at a
number of stations.

"This tentative agreement represents an important step toward
reducing costs for a significant portion of our United Express
flying and ground handling, while ensuring a safe, customer-
friendly transition," said Sean Donohue, vice president of United
Express and Ted.  "We're very pleased to have reached market-
competitive rates with Air Wisconsin for ground handling at a
number of locations they currently serve, keeping a valued,
long-standing partner on board with us."

As the company previously announced, the carriers that will take
over United Express flying include SkyWest and GoJet (a Trans
States subsidiary).  United currently is in discussions with other
carriers and may continue to award additional flying and ground-
handling through the RFP process.

"The United Express product and reliability continue to improve,
and our new agreements ensure we will continue to provide superior
service and competitive fares to our customers," Mr. Donohue said.

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.


US AIRWAYS: U.S. Bank Slams NOL Trading Protocol Due to Ambiguity
-----------------------------------------------------------------
U.S. Bank objects to US Airways, Inc., and its debtor-affiliates'
request for notice and hearing procedures that must be satisfied
before transfers of claims against, and equity securities in, the
Debtors are deemed effective.

As reported in the Troubled Company Reporter on Oct. 15, 2004,
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that the Debtors must protect and preserve Net Operating
Losses totaling more than $600,000,000.  The Debtors can maintain
the NOLs by establishing notice and hearing procedures for trading
of claims and equity securities.  If left unrestricted, improper
trading could severely limit the use of the NOLs and could have
negative consequences for the Debtors, their estates and the
reorganization process.

To preserve the flexibility to craft a plan of reorganization that
maximizes the NOLs' value, the Debtors must closely monitor
transfers of claims and equity securities.  If noncompliant
transfers are contemplated, the Debtors must be able to act
accordingly to preserve the NOLs.

Specifically, trading of claims and equity securities could
adversely affect the Debtors' NOLs if:

   (a) too many 5% blocks of equity securities are created, or
       too many shares change hands from these blocks, so that,
       an ownership change within the meaning of Section 382 of
       the Internal Revenue Code is triggered; or

   (b) ownership of the Debtors' claims currently held by
       "qualified creditors" is transferred, prior to
       consummation of the plan, and those claims would be
       converted under a plan of reorganization into a 5% or
       greater block of the Reorganized Debtors' stock.

The Debtors proposed these procedures for trading in equity
securities:

   -- Any entity designated a Substantial Equityholder will
      file with the Court, and serve a notice of this status
      upon the Debtors and their counsel, within 10 days of
      earning this designation; and

   -- Prior transferring equity securities that would increase
      the amount of US Airways Group, Inc., common stock owned by
      a Substantial Equityholder, the recipient will file with
      the Court, and serve on the Debtors and their counsel,
      advance written notice of the intended equity securities
      transfer.

                          U.S. Bank Objects

Ira H. Goldman, Esq., at Shipman & Goodwin, in Hartford,
Connecticut, reminds the U.S. Bankruptcy Court for the Eastern
District of Virginia that the Debtors offered and sold pass
through certificates to finance aircraft they owned or leased.
The Debtors formed Pass Through Trusts.  U.S. Bank, Mr. Goodman's
client, acts as the Pass Through Trustee for each series of
Certificates issued.  The purchasers of the Certificates are
beneficiaries of the issuing Pass Through Trust.  Each Certificate
evidences a pro rata interest in the property of that particular
trust equal to the ratio of the value of all of the Certificates
owned by a holder to the value of all the Certificates issued by
that trust.

U.S. Bank serves as Liquidating Trustee for the Debtors' 29
Liquidating Trusts that were formed to restructure Pass Through
Transactions in US Airways' prior bankruptcy cases.  The
Liquidating Trusts were established to take and hold title to,
and ultimately to dispose of, those Aircraft involved in the Pass
Through Transactions that were either (i) originally owned by the
Debtors and returned during the USAir I Bankruptcy, or (ii) were
subject to leases rejected by the Debtors during the USAir I
Bankruptcy.

Certificates of Beneficial Interests represent the economic
interest in the Liquidating Trusts, the Aircraft and the
Liquidating Trust Leases.  For Aircraft leased to the Debtors in
the USAir I Bankruptcy, the Loan Trustee under the original
Indenture and Security Agreements is the CBI holder, pending
foreclosure.  Once title to the Aircraft is held by the
Liquidating Trusts, whether as a result of foreclosure or return
of Aircraft, the CBIs are distributed to the holders of the
Debtors' Pass Through Certificates.

U.S. Bank objects to entry of the Proposed Trading Order because
its coverage of Certificate and CBI holders is ambiguous and may
not provide for adequate notice.  Mr. Goldman says that the Order
appears to exclude a person from being a Substantial Claimholder
if he is a holder of Certificates or CBIs.  However, the language
is not free from ambiguity when read in conjunction with other
parts of the Order.  The Order is intended to offer relief to
holders of Certificates and CBIs, but the extent of that relief
is unclear.

Mr. Goldman tells Judge Mitchell that, because there are a
substantial number of Certificate and CBI holders with large
amounts of money involved in freely tradable securities, any
restrictions imposed on holding and trading of the securities by
the Order must be clear.

Also, the Order is not clear about whether holders have been
provided notice either of the hearing on the Order or its entry.
Mr. Goldman finds it unclear whether a notice of the revised
Order has been served on holders of Certificates and CBIs.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 87; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Assume Insurance Agreements
------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that for many years, National Union Fire Insurance
Company of Pittsburgh, Pennsylvania, and certain affiliates, all
member companies of American International Group, Inc., have
provided primary coverage for workers' compensation, employer's
liability insurance and automobile liability insurance for US
Airways, Inc., and its debtor-affiliates.  AIG currently provides
primary coverage under several Insurance Policies, along with Risk
Management Services relating to the Policies.  The Insurance
Program, comprised of the Insurance Policies and the Services, are
governed by a Payment Agreement for Insurance and Risk Management
Services.

Under the Insurance Program, AIG pays insured losses and expenses
that exceed any deductible/retention amounts owed by the Debtors
under the applicable policies.  Since the Insurance Program is a
large deductible/retention program, the Debtors are obligated to
reimburse AIG for losses within the deductible/retained layer.
To support the reimbursement obligations, the Debtors provide
Collateral for AIG's benefit.  The Collateral currently totals
approximately $118,000,000, consisting of $50,000,000 in cash
held by AIG, plus an Escrow with in excess of $60,000,000.

The Debtors are required by state law to maintain the coverages
under the Insurance Program.  Mr. Leitch says that there are a
limited number of insurance companies, other than AIG, with
sufficient levels of coverage and resources to service claims on
a nationwide basis.

The AIG Insurance Program expired on February 14, 2005.  Prior to
that date, the Debtors tried unsuccessfully to reach agreement
with AIG on the terms and conditions of a long term extension of
the Insurance Program.  However, so the Debtors were not left
exposed, AIG provided a 60-day extension, through April 20, 2005,
of the Insurance Program.  The Extension is contingent upon Court
approval of the Debtors' assumption of the Insurance Program by
March 31, 2005.  The premiums and surcharges related to the
Extension are $325,000.

Upon Court approval, AIG will return $10,000,000 in Collateral to
the Debtors.  Thereafter, AIG will periodically review and reduce
the Collateral to retain only enough to maintain a 25% buffer
over ultimate incurred losses less paid losses.  AIG will
promptly return any excess Collateral to the Debtors.  The first
quarterly evaluation will utilize losses valued as of June 30,
2005.  Quarterly evaluations will continue for one year ending
June 30, 2006.  Thereafter, the parties will conduct semi-annual
collateral reviews.  In exchange for AIG's agreement to release
Collateral, the Debtors will not seek any other return of
Collateral for the next four years.

The Debtors ask the U.S. Bankruptcy Court for the Eastern District
of Virginia to issue an Order that:

   a) provides for the Debtors to assume the Insurance Program
      and execute all necessary documents;

   b) provides that the Debtors will cure all defaults and pay
      their obligations under the Insurance Program, and that, if
      the Debtors default, AIG may exercise its contractual
      rights;

   c) provides that the Debtors' obligations under the Insurance
      Program will be administrative obligations entitled to
      priority under Section 503(b) of the Bankruptcy Code;

   d) provides that AIG does not need to file a proof of claim
      for administrative expenses or a request for payment of
      administrative expenses and that AIG will be exempt from
      any bar date for filing proofs of claim relating to
      administrative expenses;

   e) provides that all Collateral or security held by AIG and
      prior payments to AIG under the Insurance Program are
      approved, and AIG is authorized to retain and use the
      Collateral or security, subject to AIG's obligation to
      Return Collateral to the Debtors;

   f) allows AIG to adjust, settle and pay insured claims,
      utilize funds and carry out the terms and conditions of the
      Insurance Program, without further Court order;

   g) provides that the Insurance Program may not be altered by
      any plan of reorganization and that nothing in any plan
      will impair AIG's interests in its Collateral;

   h) provides that the Debtors' rights against all Collateral
      held by AIG will be governed by the terms of the Insurance
      Program, related security documentation and the Order;

   i) provides that during these cases, AIG will not be required
      to return any of the security it holds for the Insurance
      Program without adequate protection; and

   j) authorizes the Debtors to take necessary actions to
      implement the terms of the Order.

Mr. Leitch tells Judge Mitchell that operating without insurance
is not an option.  AIG has insisted on the assumption of the
Insurance Program as a condition of providing the Extension and
the return of Collateral.  The return of Collateral is crucial to
Debtors' ability to enter into a new Insurance Program with
another insurer and AIG will not release Collateral absent the
Debtors' assumption of the Insurance Program.

Mr. Leitch assures Judge Mitchell that assumption of the
Insurance Program will not increase the incremental cost to the
Debtors over the amount already posted as Collateral.  After the
return of the initial $10,000,000 in Collateral, AIG will retain
Collateral aggregating 125% of the Debtors estimated potential
reimbursement obligations.

AIG will cancel the Insurance Program if the Court does not grant
the Debtors' request.  In that case, Mr. Leitch says the Debtors
would be in violation of state laws and, in the worse case, be
forced to shut down operations.  It is clearly in the best
interests of the Debtors' estates to assume the Insurance
Program.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WARWICK VALLEY: Encounters Further Delay in Form 10-K Filing
------------------------------------------------------------
Warwick Valley Telephone Company (NASDAQ: WWVY) was unable to file
its Annual Report on Form 10-K for the year ended December 31,
2004 by the extended due date of March 31, 2005.

As previously disclosed in the Company's Form 12b-25 filing on
March 17, 2005, due to the complex nature of the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 and the fact that
the Company has encountered unanticipated delays in connection
with its evaluation and testing, the Company has not yet completed
its assessment of its internal control over financial reporting.
Additionally, due to the redirection of personnel resources in
connection with the ongoing efforts to complete management's
assessment of the effectiveness of the Company's internal control
over financial reporting, the Company has not yet completed its
financial statements.  Management has devoted, and continues to
devote, significant time, effort and expense in preparing its
financial statements and performing its evaluation of internal
control over financial reporting.  Management intends to file the
Company's Annual Report on Form 10-K as soon as possible.

                        Nasdaq Delisting

As a result of its inability to file its Annual Report on Form
10-K on time, on April 5, 2005, the Company received a notice from
the Listing Qualifications Department of The Nasdaq Stock Market,
Inc., stating that the Company fails to comply with Nasdaq's
Marketplace Rule 4310(c)(14) because it has not yet filed its
Annual Report on Form 10-K for the year 2004.  Because of this
failure to comply, the Company's Common Shares will begin trading
at the opening of business on April 7, 2005, under the symbol
"WWVYE," rather than under its usual symbol, "WWVY."  Furthermore,
the notice stated that the Company's Common Shares will be
delisted from The Nasdaq National Market at the opening of
business on April 14, 2005, unless by 4:00 pm EDT on April 12,
2005, the Company requests a hearing before a Nasdaq Listing
Qualifications Panel.  The Company intends to promptly request an
oral hearing.  That request will stay the delisting of the
Company's Common Shares.  The Company currently believes the
hearing will take place in approximately one month.  There can be
no assurance that the Panel will grant the Company's request for
continued listing.

                         Defaults Waived

The Company entered into a 10-year, multiple-draw credit facility
with a maximum availability of $18,475,000 with CoBank on Oct. 16,
2002.  Under the credit facility, the availability of undrawn
amounts expired on September 30, 2004, at which time a principal
amount of $12,149,058 was outstanding.  Several covenants and
events of default potentially relate to the inability of the
Company to file its Annual Report on Form 10-K on time.  One of
the covenants in the facility requires the Company to provide
audited financial statements to the lender 90 days after fiscal
year end.  Another requires the Company to comply with all
regulations, which would include the reporting regulations of the
Securities and Exchange Commission.  CoBank has waived until
June 1, 2005, all defaults that relate or might relate to the
Company's failure on March 31, 2005, to file its Annual Report on
Form 10-K, the failure on March 31, 2005, to deliver audited
financials to CoBank and the receipt on April 5, 2005, of the
notice described above from Nasdaq; as a result, the Company is
not in default under the facility.  In the event the Company is
unable to file audited statements on June 1, 2005, and the filing
deadline is not further extended, CoBank could declare an Event of
Default that could accelerate the maturity of all amounts then
outstanding and then seek to collect those amounts.

As previously disclosed in the Form 12b-25, the Company has
identified certain material weaknesses in the design and operating
effectiveness of internal control over financial reporting.  The
existence of one or more material weaknesses as of December 31,
2004 would preclude a conclusion by management that the Company's
internal control over financial reporting was effective as of that
date.

As previously reported, when comparing results from year 2004 to
year 2003:

   -- Total Operating Revenues of the Company are expected to
      decline $1.1 million or approximately 4% due principally to
      a decrease in revenue from network access charges;

   -- Operating Expense is expected to increase by approximately
      $1.5 million or approximately 6% largely due to a
      significant increase in professional fees related to
      management's ongoing Section 404 assessment; and

   -- net income is expected to increase by $0.8 million, or
      approximately 10% due largely to a gain on the sale of the
      Company's interest in DataNet and to an increase in its
      income from its limited partnership interest in Orange
      County-Poughkeepsie LP, partially offset by the decrease in
      Total Operating Revenues and the increase in the Operating
      Expenses discussed above.

The foregoing results are preliminary and are subject to
adjustment.

Warwick Valley Telephone Company is based in Warwick, N.Y.  The
Company's Sept. 30, 2004, balance sheet shows $67 million in
assets and $26 million in liabilities.


W.R. GRACE: Asbestos Comm. Taps Anderson Kill as Insurance Counsel
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
appointed in the chapter 11 cases of W.R. Grace & Co. and its
debtor-affiliates seeks the U.S. Bankruptcy Court for the District
of Delaware's authority to retain Anderson Kill & Olick, P.C.,
nunc pro tunc to March 17, 2005, as its special insurance counsel
to evaluate and advise on the Debtors' insurance coverage and any
pending or future motions seeking the resolution of insurance-
related disputes.

The PI Committee believes that Anderson Kill has extensive
experience in insurance matters, and the firm possesses
substantial and well-known expertise in analyzing complex
insurance coverage and recovery issues.  Among other things,
Anderson Kill has successfully pursued insurance coverage on
behalf of 10 major asbestos defendants, as well as many other
insurance policyholder clients.  Anderson Kill has tried 17 major
insurance coverage litigations on behalf of policyholders,
prevailing in 15 of them, and has obtained billions of dollars in
recoveries in well-publicized settlements in numerous other
cases.

The PI Committee states that Anderson Kill's services are both
necessary and appropriate to assist the PI Committee in reviewing
any future motions which the Debtors might file seeking to
resolve insurance coverage disputes.  Insurance coverage disputes
and the related settlements are often extremely complicated and
require specialized experience to appropriately evaluate and
determine their reasonableness.

As indicated by the Debtors' Amended Disclosure Statement, the
Debtors have $987 million of excess insurance coverage available
from more than 30 presently solvent insurers.  In addition, the
Debtors have $355 million of excess insurance coverage with
insolvent or non-paying insurance carriers.  Thus, the PI
Committee deems it entirely appropriate to retain Anderson Kill
to advise them on these matters.

As special insurance counsel, Anderson Kill will be:

    (a) advising the PI Committee regarding matters of the
        Debtors' insurance coverage available for payment of
        asbestos-related, silica-related, or other toxic exposure
        claims, including gaps in coverage, overlapping coverage
        provided by multiple carriers and availability of excess
        insurance coverage;

    (b) reviewing, analyzing and advising the PI Committee on
        potential settlements between the Debtors and the
        insurance carriers; and

    (c) advising the PI Committee regarding issues related to the
        Debtors' insurance coverage in connection with their
        Chapter 11 cases.

Robert M. Horkovich, Esq., an equity shareholder of the law firm,
assures the Court that Anderson Kill is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
Moreover, the firm holds no interest adverse to the Debtors or
their estates for the matters on which it is to be retained.  Mr.
Horkovich also attests that Anderson Kill has no connection to
the Debtors, their creditors or their related parties.

Anderson Kill will be paid on an hourly basis and reimbursed for
the actual and necessary expenses it incurs.

The Anderson Kill attorneys and paralegals expected to provide
services to the PI Committee and their 2005 hourly rates are:

      Robert M. Horkovich, Esq.            $675
      Ann V. Kramer, Esq.                  $550
      Mark Garbowski, Esq.                 $425
      Robert Y. Chung, Esq.                $375
      Karen Frankel (paralegal)            $185

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 82 ; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTLAKE CHEMICAL: Names Joseph Nassif as VP-Corporate Purchasing
-----------------------------------------------------------------
Westlake Chemical (NYSE: WLK) appointed Joseph B. Nassif as Vice
President, Corporate Purchasing.

In his new position, Mr. Nassif will direct the corporate-wide
procurement activities in support of the business to include
maintenance, repairs, operations, capital expenditures and
administrative purchasing.  His responsibilities also include the
development and analysis of strategic procurement processes and
opportunities for our business.

"We are delighted that Joe has joined our management team and
believe his 20 plus years of chemical industry experience in
supply chain, operating and financial management give him the
ideal background to make an immediate and positive impact on our
business," said Albert Chao, President and CEO of Westlake
Chemical Corporation.

Mr. Nassif most recently was a Principal Consultant with Genesis
Business Performance Inc., where he provided supply chain,
strategic planning and business analysis consulting services to
the chemical industry.  He previously served as COO of Lipo
Chemicals, Inc., Vice President and Business Director and Vice
President Operations and Supply Chain for the chemicals and
filters division of International Specialty Products, Inc.  For
over 10 years Mr. Nassif worked for BASF in a variety of
increasingly responsible positions in logistics, procurement and
finance.

He holds a BS in chemistry from City University of New York, an MS
in Chemical Engineering from Columbia and an MBA from NYU.

                        About the Company

Westlake Chemical Corporation -- http://www.westlakechemical.com/
-- is a manufacturer and supplier of petrochemicals, polymers and
fabricated products with headquarters in Houston, Texas.  The
company's range of products includes: ethylene, polyethylene,
styrene, vinyl intermediates, PVC and PVC pipe, windows and fence.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service upgraded Westlake Chemical Corporation's
$247 million Guaranteed senior unsecured notes due 2011, from Ba3
to Ba2.


* Clear Thinking Forms Bankruptcy Claims Administration Unit
------------------------------------------------------------
Clear Thinking Group LLC, a retailing, consumer products and
industrial manufacturing consultancy headquartered here, formed a
Claims Administration Unit that will execute all facets of
bankruptcy claims processing and administration on behalf of
debtors.  The unit is an extension of Clear Thinking Group's
Creditors' Rights Practice, headed up by Joseph Myers, a partner
and managing director of the firm.

Functions of the unit will include assisting debtors through each
step of the claims administration process and handling
disbursements to be made in line with a Plan of Reorganization.
The unit will also place notice advertisements pertaining to cases
being administered, handle all notice mail and serve as balloting
and tabulation agents.

Working along with Mr. Myers in serving Claims Administration Unit
clients will be Clear Thinking Group manager Dorene Robotti, Esq.,
and Denise Engelhardt, who joined the firm on April 1 with a
particular focus on the claims administration practice.  Ms.
Engelhardt has more than 25 years of retail accounting and
bankruptcy claims management experience.  She most recently served
as retail controller of Kennesaw, Ga.-based Carpetland/Flooring
America, becoming the merchant's de facto claims agent after it
filed for Chapter 11 bankruptcy protection in June 2000, handling
nearly 6,700 creditor claims.  Before joining Carpetland/Flooring
America in 1987, Ms. Engelhardt spent seven years in the
accounting department of Stokes Brothers Electronics, Salt Lake
City, Utah, where she rose to the position of retail controller.
Prior to that, she was a member of the accounting department at
Sears, Roebuck & Co.

"Debtors are looking for alternative services to guide them
through the process of administering claims, which can be a
complicated, time-consuming undertaking," Mr. Myers stated.  "The
Claims Administration Unit provides comprehensive assistance in
this important area.  It is a complement to the Creditors Rights
Practice and to Clear Thinking Group as a whole, enabling us to
fulfill yet another dimension of client needs."

                    About Clear Thinking Group

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


* Sheppard Mullin Adds David Sunkin to Los Angeles Office
---------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP welcomes David Sunkin as a
partner in its Los Angeles office's Corporate Practice Group.  Mr.
Sunkin was most recently vice president and general counsel with
Earl Scheib, Inc. (AMEX: ESH).

"We're very pleased to welcome David to the firm and to the Los
Angeles office," said Larry Braun, co-head of the firm's Corporate
Practice Group.  "As the in-house counsel of client Earl Scheib, I
have worked very closely with David for years. He is an excellent
business lawyer who will be a valuable addition to our practical
approach to assisting clients.  We are thrilled to have him join
the Corporate group."

Mr. Sunkin comments, "I am excited about resuming my private
practice with a premier firm and am looking forward to building
strong relationships with all of the practices and the clients
throughout the firm.  Having previously practiced with a law firm,
as well as in-house, I've gained valuable perspective from both
sides and am familiar with the challenges each faces."

"David played an important role on the executive team at Earl
Scheib, making possible the most recent improvements in Scheib's
financial performance," said Christian Bement, CEO and president
of Earl Scheib.

As general counsel and the only in-house attorney at Earl Scheib,
Mr. Sunkin was responsible for all of the company's legal and
business affairs and involved in strategic planning with the other
members of the executive team.  Accordingly, Mr. Sunkin has
managed all of the Company's public reporting and corporate work
as well as a wide range of litigation and employment matters, risk
management-insurance programs, and real estate matters.

In his capacity as general counsel, Mr. Sunkin represented Earl
Scheib in obtaining an $11.5 million asset-backed credit facility
with Wells Fargo Foothill, was instrumental in advising the Scheib
board during its recent review of strategic alternatives, prepared
all of the Company's 1933/1934 Act filings, negotiated and
documented the company's acquisition of over 60 new nationwide
retail/industrial locations (through acquisitions and internal
growth) and the sale of approximately 60 nationwide parcels of
real property, and negotiated the purchase of all of the Company's
insurance programs.

In addition to ten years with Earl Scheib, Mr. Sunkin previously
practiced at Buchalter, Nemer, Fields & Younger in Los Angeles,
specializing in general corporate and securities law, with an
emphasis on mergers and acquisitions, venture capital financing
and public offerings, banking and finance, and advising various-
sized public and private companies.

Mr. Sunkin earned his law degree from Loyola Law School in 1992
and graduated from the University of California, Los Angeles, with
a BA in Economics in 1989.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
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* BOOK REVIEW: Japanese Takeovers: The Global Contest
-----------------------------------------------------
Author:     W. Carl Kester
Publisher:  Beard Books
Softcover:  324 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982102/internetbankrupt

Kester's "Japanese Takeovers" revisits the wave of Japanese
takeovers of large foreign corporations in the 1980s, including
many American businesses.  At the time, there was concern among
economists, businesspersons, and government officials about not
only the economic consequences, but also the political
consequences.  In taking over major American corporations, some of
them identified as flagships of the American economic system, many
felt that a part of America was being lost.  Japanese control of
large American businesses also raised concerns about Japanese
influence over politicians and considerations about the
communities where the businesses were located.  These concerns
were for the most part dispelled with the new life Japanese cash
and management brought to many corporations and Japanese
sensitivities to the situations of employees and their families
and communities.  Yet these same economic, political, and social
concerns continue to be raised with regard to the business
activity in the globalization gaining strength in the years
following the Japanese takeovers that attracted worldwide
attention and scrutiny.  In historical hindsight, Kester sees the
Japanese takeovers as the initial stage of the globalization
before long to involve large corporations from countries around
the world; not only the United States, but the European countries
of Britain, France, and Germany, and Middle Eastern countries
wealthy from oil.

Kester delves into the sources of the Japanese corporations'
desires and abilities to take over large businesses in foreign
countries.  He sees also how this takeover activity signaled
shifts in the outlooks and operations of corporations.  The
interrelated, central matters of stakeholder expectations and the
ambitions and plans of corporate heads and top executives were
transformed in these early years when Japanese firms were
demonstrating in a national, yet widely influential way what
globalization was, how it worked, and what it meant for the world.
Finally, the author brings the ambivalent effects of the Japanese
takeover activity to light.

Kester focuses on "tying together the struggles among major groups
of corporate stakeholders (shareholders, lenders, employees,
suppliers, customers, and so forth) with merger and acquisition
activity."  It was in these struggles that the orientation of
large corporations was changed.  No longer did they try to be
simply leaders in their industry, or develop images linking them
to specific products or services.  Instead, Japanese corporations
and others following in their steps looked at the entire world as
the field for their development, growth, and extension of their
corporate name and influence.  Many Japanese corporations became
known for their takeover activities more than their products or
services.
Such changes in the orientation of the Japanese corporations
forging the trail in foreign takeovers entailed numerous
interrelated changes in all areas of a corporation and also
changes in economic principles and concepts.  Cash is but one of
these economic factors Kester assesses.  After the "period of
adjustment" following the oil shocks on the 1970s, there was "the
emergence in Japan of a manufacturing sector that has substantial
cash flow relative to its needs."  Along with this, there was "the
much reduced monitoring of [such companies'] entrenched managers."
In these circumstances, cash began to be "deployed in ways that
have little bearing on the achievement of product market
competitiveness or parity growth in the value of stakeholder
claims."  Japanese manufacturing firms were pursuing
"diversification plans" unrelated to their traditional business
activities and outside of the fields they were established in.

Kester interviewed more than 40 top executives in 15 different
Japanese firms.  Included in these were the well-known companies
Hitachi, Mitsubishi, and Toshiba.  Banking and financial services
are also found in the list (contained in the appendix).  Kester
included material from the financial institutions primarily for a
perspective from institutions which were helping the large
Japanese manufacturing companies with the capital for their
takeovers plans.  Even though Japanese foreign real-estate
takeovers are not included, the "field sample is comparatively
large" and relevant in that it deals with the main area of
Japanese takeover activity.  This activity, now summed up in the
term globalization, marked the beginnings of a new era in economic
history.  This author's systematic study of Japanese corporations
ushering in this new era offers a comprehensive understanding of
the globalization which has come to be the dominant economic
activity of today.

With the Harvard Business School since 1981, W. Carl Kester
teaches finance in its MBA and Executive Education Programs. He
has written extensively on Japanese corporate finance and
strategic resource allocation.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***