TCR_Public/050412.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, April 12, 2005, Vol. 9, No. 85

                          Headlines

A.B. DICK: Creditors Must File Proofs of Claim by April 15
AADCO AUTOMOTIVE: Inks Equity for Debt Swap Pact with 3 Creditors
ABN AMRO: Fitch Upgrades Ratings on Three Mortgage Certificates
ADELPHIA COMMS: Insists on $3.23 Billion Judgment Against Rigases
AMA ENTERPRISES: Voluntary Chapter 11 Case Summary

AMERICAN BANKNOTE: Del. Bankr. Court Confirms Reorganization Plan
ANDRE S. TATIBOUET: Filing Stalls 246-Room Hotel Foreclosure
ARMSTRONG WORLD: Court Okays Liberty Settlement & Sale Agreements
ATA AIRLINES: Court Approves Wilmington Trust Term Sheet
ATA AIRLINES: Wants to Reject Sabre Work Order No. 1

ATHEROGENICS INC: Registers $200M Convertible Notes for Resale
BEAR STEARNS: Fitch Affirms Low-B Ratings on Three Trust Issues
BILLIE & VICKI VANDEVER: Case Summary & 20 Largest Unsecured Cred.
BIOPHAGE PHARMA: Appoints Dr. Diane Berry to Advisory Board
BOSTON LIFE: Losses Cause PwC to Raise Going Concern Doubt

BRADLEY K. MEFFORD: Voluntary Chapter 11 Case Summary
BRANDT ASSOC: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Court Okays Tucson's Grant Participation Pact
CATHOLIC CHURCH: Spokane Must Request Bar Date Extension by May
CENTURY/ML CABLE: Has Exclusive Right to File Plan Until June 30

CITICORP MORTGAGE: Fitch Ups Ratings on Six Mortgage Securities
COEUR D'ALENE: Buying CBH Resources' Silver Reserves for $38.5M
COLUMBUS HOSPITALS: Various Concerns Prompt Moody's to Hold Rating
CORUS ENTERTAINMENT: Will Release 2nd Quarter Report on Thursday
CRYOPAK IND: Discovery Capital Buys $250K Convertible Debentures

CURON MEDICAL: Raises Initial $3.2M in Private Equity Placement
DALLAS AEROSPACE: Court Converts Ch. 11 Case to Ch. 7 Liquidation
DLJ MORTGAGE: Fitch Assigns BB+ Rating to $22.3MM Class B-4 Certs.
DONNKENNY: Gets Court Okay to Sell Assets to Donn K Acquisition
DP 8 LLC: Asks Court to Appoint Chapter 11 Trustee

DURA AUTOMOTIVE: J.P. Morgan Arranges New $290MM Financing Pact
DURA AUTOMOTIVE: S&P Rates Proposed $115M Second-Lien Loan at B+
DYER FABRICS: U.S. Trustee Wants Case Converted or Dismissed
EAGLEPICHER INC: Files for Chapter 11 Protection in S.D. Ohio
EAGLEPICHER: Case Summary & 20 Largest Unsecured Creditors

EAGLEPICHER: Bankruptcy Filing Spurs S&P Ratings' Tumble to D
ELENA NADOLNY: Case Summary & 5 Largest Unsecured Creditors
EMPIRE FINANCIAL: Losses & Deficit Trigger Going Concern Doubt
ENRON CORP: Reorganized EPMI Wants to Amend Mediation Order
FEDERAL-MOGUL: Wants Center for Claims Resolution Settlement OK'd

FIRST REPUBLIC: Fitch Affirms BB+ Rating on Two Bank Loans
FLINTKOTE CO: Wants Exclusive Period Extended Until August 30
FLINTKOTE CO: Wants Until August 30 to Remove Civil Actions
GE CAPITAL: Moody's Junks $4.23 Million Class M Certificates
GLYCOGENESYS INC: Losses & Deficits Trigger Going Concern Doubt

GMAC: Fitch Holds Junk & Default Ratings on 2 Certificate Classes
HUFFY CORP: Has Until June 17 to File Chapter 11 Plan
HUGHES NETWORK: Various Concerns Cue S&P to Assign Low-B Ratings
INTERMET CORP: Workers' Union Loses Hope of Keeping Decatur Open
INTERSTATE BAKERIES: Gets Court OK to Hire ATL as Tax Consultant

J.C. PENNEY: Fitch Assigns BB+ Rating to New $1.2 Bil. Bank Loan
J.CREW GROUP: Jan. 29 Balance Sheet Upside-Down by $581 Million
J.CREW GROUP: Good Performance Prompts Moody's to Lift Ratings
J.H. WHITNEY: Fitch Junks $23.7 Million Senior Subordinated Notes
JEAN COUTU: Will Release Third Quarter Results Today

JERE & PAULA MURPHY: Case Summary & 20 Largest Unsecured Creditors
JOHN T. STRINGFELLOW: Voluntary Chapter 11 Case Summary
KANSAS CITY: TFM Acquisition Prompts S&P to Hold BB- Rating
KEY3MEDIA GROUP: Wants Court to Close Subsidaries' Ch. 11 Cases
KNIGHTHAWK INC: Equity Deficit Narrows to $1.052 Mil. at Jan. 31

KNIGHTHAWK INC: Gets $1.24M from 1st Tranche Short Form Financing
LASER FAB: Voluntary Chapter 11 Case Summary
LOOK COMMS: Creates Two New Equity Classes in Reorganization
MARYLEBONE ROAD: Fitch Affirms BB+ Rating on Class A-3 Notes
MCCANN INC: Two Creditors Transfer $718,204 in Claims to Time Inc.

MCI INC: Verizon to Purchase All Shares by Carlos Slim Affiliates
MERISANT WORLDWIDE: Weak Performance Prompts S&P to Lower Ratings
MIRANT CORPORATION: Valuation Hearing Starts on April 18
MIRANT CORP: Equity Committee Wants Expert Reports Made Public
MIRANT CORP: U.S. Bank Says Disclosure Statement is Inadequate

MIRANT CORP: Equity Committee Asks for Examiner Report Supplement
MOVIE THEATER: Voluntary Chapter 11 Case Summary
MUZAK HOLDINGS: 10-K Filing Delay Cues S&P to Watch Ratings
NATIONAL AUDIT: Trustee Sues to Recover Fraudulent Conveyances
NATIONAL RV: UPS Capital Likely to Waive Credit Facility Default

NAVIGATOR GAS: Committee Has Until Sept. 15 to File Closing Report
NEXEN INC: Paying Subord. Noteholders $0.459375 per Note on May 1
NORSTAN APPAREL: Case Summary & 20 Largest Unsecured Creditors
NORTH AMERICAN: Moody's Rates Planned $115M Credit Facility at B2
NORTH AMERICAN: S&P Rates Proposed $115M Credit Facility at B

NORTHWEST AIRLINES: Deficits Prompt Moody's to Review Ratings
NUTRAQUEST INC: Has Until Oct. 10 to File a Chapter 11 Plan
OGLEBAY NORTON: SEC Approves Resale of Preferred & Common Shares
OWENS CORNING: 22 Creditors Transfer $3,899,952 in Claims
OZARK AIR: Ch. 7 Trustee Wants to Hire Mr. Ed's as Appraiser

PEGASUS SATELLITE: Plan Confirmation Hearing Continued to Apr. 14
PILLOWTEX CORP: Court Lets Committee Prosecute Avoidance Actions
PUBLICARD INC: Deloitte Expresses Going Concern Doubts
RAMP CORP: Auditors Express Going Concern Doubt in Annual Report
RESIDENTIAL ASSET: Fitch Ups Ratings on 3 Mort. Certs. & Affirms 5

SELENA ENTERPRISES: Voluntary Chapter 11 Case Summary
SHENANDOAH ASSOCIATES: Voluntary Chapter 11 Case Summary
SHOPKO STORES: Acquisition Cues Fitch to Put Ratings on Watch Neg.
SHOPKO STORES: $1 Bil. Goldner Hawn Sale Cues S&P to Watch Ratings
SOLUTIA INC: Gets Court Nod to Shut Down Acrylic Fiber Business

SOUTH BALDWIN: Case Summary & 20 Largest Unsecured Creditors
SPITZERS HEBREW: Voluntary Chapter 11 Case Summary
STORAGE COMPUTER: Can't Afford to Complete 2004 Financial Audit
STRUCTURED FINANCE: Fund Reduction Cues Moody's to Cut Rating
THISTLE MINING: Mails CCAA Plan Documents to Impaired Creditors

TOM'S FOODS: Greenberg Traurig Approved as Bankruptcy Counsel
TOM'S FOODS: Look for Bankruptcy Schedules on May 20
TORCH OFFSHORE: Selling Certain Assets to Cal Dive for $92 Million
TRAILER DEPOT: Voluntary Chapter 11 Case Summary
TRUMP HOTELS: Onyx Allowed to Pursue New Jersey Litigation

U.S. FLOW: Ch. 7 Trustee Taps Stites & Harbison as Special Counsel
UAL CORP: Inks Mediation Agreement with Air Wisconsin & US Airways
UAL CORP: Air Wisconsin Objects to Agreement Modification
UNIFIED SYSTEMS: Voluntary Chapter 11 Case Summary
US AIRWAYS: Wants 2001 Credit Facility Draws Increased to $28.2M

US AIRWAYS: Has Exclusive Right to File Ch. 11 Plan Until May 31
USG CORP: Wants to Employ Meckler as Special Environmental Counsel
W.R. GRACE: Expands Scope of Baker Donelson's Lobbying Services
WADDINGTON NORTH: Poor Liquidity Prompts S&P to Chop Ratings to CC
WESTPOINT STEVENS: Has Until Aug. 31 to Solicit Plan Acceptances

WINN-DIXIE: Creditors Committee Wants Cases to Stay in New York

* Fitch Publishes Credit Analysis on MCI After Verizon's Purchase

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Creditors Must File Proofs of Claim by April 15
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
set at 4:00 p.m. on April 15, 2005, as the deadline for all
creditors owed money by A.B. Dick Company n/k/a Blake of Chicago,
Corp., and its debtor-affiliates, on account of claims arising
prior to July 13, 2004, to file their proofs of claim.

Creditors must file written proofs of claim on or before the April
15 Claims Bar Date and those forms must be delivered to:

     If sent by mail:

          The Trumbull Group, LLC
          PO Box 721
          Windsor, CT 06095-0721

     If sent by messenger or overnight courier:

          The Trumbull Group, LLC
          4 Griffin Road North
          Windsor, CT 06095

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Case No. 04-12002) on July
13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
of the APA with Presstek.


AADCO AUTOMOTIVE: Inks Equity for Debt Swap Pact with 3 Creditors
-----------------------------------------------------------------
AADCO Automotive Inc. has reached agreements with three creditors
to settle aggregate debt of $191,069.46 by the issuance of
1,817,096 common shares.  The shares issued to the creditors will
have an average price of $0.105 per share and will be subject to a
4-month hold period.  The debt relates to:

   (a) $88,111 of principal owing to a creditor under a non-
       convertible debenture, and

   (b) $102,958.46 in dividends declared and payable to holders of
       AADCO's Series 2 Preferred Shares.

The dividends were declared on the condition that the holders of
the Series 2 Preferred Shares convert into Common Shares of AADCO
at the rate of one Common Share for each $1.65 of investment in
the Series 2 Preferred Shares, as specifically provided for in
AADCO's Articles of Incorporation, as amended.

AADCO Automotive, Inc., is a growing, Canadian public company with
a unique business model committee to complete vehicle dismantling
to provide quality used OEM parts, recyclable core from insurance
salvage and aftermarket parts to meet the needs of the collision/
mechanical repair industry.  AADCO serves over 3,000 mechanical
and collision repair clients across Ontario through its LKQ parts
division.  AADCO maintains one of the largest unbolted inventories
of quality used OEM parts in Canada at its 87,000 sq. ft. facility
in Brampton, Ontario.  AADCO is the only auto recycler to have
been awarded the Ecologo for environmental stewardship.

At Dec. 31, 2004, AADCO Automotive's stockholders' deficit
narrowed to $2,693,810 from a $2,928,010 deficit at June 30, 2004.


ABN AMRO: Fitch Upgrades Ratings on Three Mortgage Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on ABN AMRO residential
mortgage-backed pass-through certificates:

   Series 2002-2

      -- Class A affirmed at 'AAA'.

   Series 2002-8

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 upgraded to 'AA+' from 'A+';
      -- Class B-2 upgraded to 'A' from 'BBB';
      -- Class B-3 upgraded to 'BBB' from 'BB';
      -- Class B-4 upgraded to 'BB' from 'B'.

   Series 2002-10

      -- Class A affirmed at 'AAA';
      -- Class M upgraded to 'AA+' from 'AA';
      -- Class B-1 upgraded to 'A' from 'A-';
      -- Class B-2 upgraded to 'BBB' from 'BBB-';
      -- Class B-3 upgraded to 'BB' from 'BB-';
      -- Class B-4 affirmed at 'B'.

   Series 2003-1

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AA+';
      -- Class B-1 affirmed at 'A+';
      -- Class B-4 affirmed at 'B'.

   Series 2003-2

      -- Class A affirmed at 'AAA'.

   Series 2003-3

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 upgraded to 'AA' from 'A+';
      -- Class B-2 upgraded to 'A' from 'BBB+';
      -- Class B-3 affirmed at 'BB+';
      -- Class B-4 affirmed at 'B'.

   Series 2003-4

      -- Class A affirmed at 'AAA';
      -- Class M upgraded to 'AAA' from 'AA+';
      -- Class B-1 upgraded to 'AA' from 'A';
      -- Class B-2 upgraded to 'A' from 'BBB+';
      -- Class B-3 affirmed at 'BB';
      -- Class B-4 affirmed at 'B'.

All of the mortgage loans in the aforementioned transactions
consist of 15- and 30-year fixed-rate mortgages extended to prime
borrowers.

The affirmations, affecting approximately $834.5 million of
outstanding certificates, reflect performance and credit
enhancement levels that are generally consistent with
expectations.  The upgrades reflect a substantial increase in CE
relative to future loss expectations and affect approximately
$37.9 million of outstanding certificates.

The CE levels for series 2002-8, classes B-1, B-2, B-3, and B-4
have increased to approximately 8 times original enhancement
levels at the closing date Sept. 24, 2002.  Class B-1 currently
benefits from 6.72% subordination (originally 0.75%), class B-2
currently benefits from 4.44% subordination (originally 0.50%),
class B-3 currently benefits from 2.61% subordination (originally
0.30%), and class B-4 currently benefits from 1.70% subordination
(originally 0.20%).  There is currently 10% of the original
collateral remaining in the pool (based on principal balance).

The CE levels for series 2002-10, classes M, B-1, B-2, and B-3
have increased to between 2x and 3x original enhancement levels at
the closing date Dec. 23, 2002.  Class M currently benefits from
3.71% subordination (originally 1.25%), class B-1 currently
benefits from 2.08% subordination (originally 0.70%), class B-2
currently benefits from 1.19% subordination (originally 0.40%),
and class B-3 currently benefits from 0.74% subordination
(originally 0.25%).  There is currently 32% of the original
collateral remaining in the pool (based on principal balance).

The CE levels for series 2003-3, classes B-1, and B-2 have
increased to greater than 2x original enhancement levels at the
closing date Feb. 27, 2003.  Class B-1 currently benefits from
2.18% subordination (originally 0.80%);,and class B-2 currently
benefits from 1.36% subordination (originally 0.50%).  There is
currently 36% of the original collateral remaining in the pool
(based on principal balance).

The CE levels for series 2003-4, classes M, B-1, and B-2 have
increased to approximately 2x original enhancement levels at the
closing date March 27, 2003.  Class M currently benefits from
3.87% subordination (originally 1.40%), class B-1 currently
benefits from 2.07% subordination (originally 0.75%), and class B-
2 currently benefits from 1.38% subordination (originally 0.50).
There is currently 35% of the original collateral remaining in the
pool (based on principal balance).

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


ADELPHIA COMMS: Insists on $3.23 Billion Judgment Against Rigases
-----------------------------------------------------------------
As previously reported, Adelphia Communications Corporation and
its debtor-affiliates asked the U.S. Bankruptcy Court for the
Southern District of New York for partial summary judgment against
all the Rigas Defendants.  Specifically, ACOM sought a
$3,232,373,940 judgment on account of its unjust enrichment and
constructive trust claim against the Rigases.

In March 2005, ACOM filed a memorandum of law in further support
of its partial summary judgment request and in reply to certain of
the Rigas Defendants' answers.

Philip C. Korologos, Esq., at Boies Schiller & Flexner LLP, in
Armonk, New York, says that ACOM's motion for partial summary
judgment is based on one simple fact -- the Rigases obtained more
than $3.23 billion in benefits from ACOM and gave nothing of
actual value in return.

Based on an affidavit by witness Robert DiBella, ACOM's books and
records shows that, among others, the Rigas Defendants received
these benefits at ACOM's expense:

    -- acquired around $800 million in cable assets;

    -- acquired approximately $1.5 billion in ACOM securities;

    -- on a net basis, used over $200 million in ACOM funds to pay
       their own personal margin loans;

    -- caused ACOM to spend almost $50 million to pay third-party
       vendors on behalf of the Rigases' non-cable entities; and

    -- caused ACOM to expend in excess of $137 million for the
       operation of the then Rigas-owned Buffalo Sabres.

Mr. Korologos notes that the answers filed by the Rigas
Defendants with the Court, not only failed to rebut the DiBella
Affidavit but also expressly conceded their receipt of the
benefits.  "[D]espite spending millions of dollars on experts and
having all relevant data for months (if not years), the Rigases
rely only upon conclusory assertions and have not put forward any
evidence refuting any of the transactions that underlie the total
of $3.23 billion."

The Rigas Defendants tried to offset $2.8 billion of the $3.23
billion in benefits by reference to the reclassifications of co-
borrowing debt from ACOM's books to the Rigas Defendants' books
while they were at ACOM.  "There can be no dispute . . . that
those reclassifications provided no benefit to [ACOM]," Mr.
Korologos states.

The Rigases also did not book any debt reclassifications for the
over $386 million of the $3.23 billion in benefits that they
received from ACOM.

In February 2005, the Rigas Defendants moved to strike Mr.
DiBella's Affidavit claiming that it constitutes expert opinion
testimony.  Mr. Korologos reminds the Bankruptcy Court that U.S.
District Court Judge Leonard Sand has already rejected the same
assertions that the Rigas Defendants raised.  "In any event, no
opinion, let alone expert opinion, was required to render the
findings set forth in the DiBella Declaration."

The Rigas Defendants claim that Subordination Agreements and
Assumption Agreements bar ACOM's unjust enrichment claim because
they are express agreements that govern the rights and
obligations between the parties.  Mr. Korologos argues that the
mere fact that there is an agreement between the parties does not
bar recovery under an unjust enrichment claim.  "[T]he existence
of a contract will not bar recovery on a claim of unjust
enrichment where . . . plaintiff's claims arise outside of the
contractual relationship."

The Rigas Defendants also argued that ACOM is not entitled to
recover $3.23 billion for the benefits that the Rigas Defendants
admittedly received because ACOM purportedly benefited from the
securities acquisitions, cable asset purchases and overall
operation of the Cash Management System.  Mr. Korologos tells the
Court that it is not relevant "whether the CMS and the co-
borrowing facilities provided a benefit to Adelphia, but whether
the Rigas Defendants provided a benefit in return for the $3.23
billion in value that they received."  The Rigases clearly did
not provide the benefit and even did not present any evidence
that they did, Mr. Korologos says.

As to ACOM's constructive trust claim, the Rigas Defendants
assert that ACOM cannot trace the funds wrongfully held by the
Rigases, and therefore, it is not entitled to the remedy of a
constructive trust.  Even if Adelphia could not trace the funds,
Mr. Korologos points out, it would not deprive ACOM of recovery
for unjust enrichment but merely limit the remedy to one for
damages.  Regardless, Mr. Korologos says, "ACOM sufficiently
traces the benefits that the Rigas Defendants received."

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


AMA ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AMA Enterprises, Inc.
        4140 E. Wilder Road
        Bay City, Michigan 48706

Bankruptcy Case No.: 05-21374

Chapter 11 Petition Date: March 29, 2005

Court: Eastern District Of Michigan (Bay City)

Judge: Walter Shapero

Debtor's Counsel: Joseph H. Luplow, Esq.
                  314 N. Michigan Avenue, Suite 4
                  Saginaw, Michigan 48602
                  Tel: (989) 799-3270

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


AMERICAN BANKNOTE: Del. Bankr. Court Confirms Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirms
American Banknote Corporation's Plan of Reorganization on Friday,
April 8, 2005.

Under the terms of the reorganization and based upon the elections
made by debt holders, American Banknote Corporation's debt will be
reduced to about $1,000,000, down from over $108,000,000
previously.  At the same time, the Company raised an additional
$16,000,000 of cash, in the form of new private equity
investments.  As a consequence, the restructured Company is
expected to have approximately $120,000,000 of net equity value,
on a pro forma basis.  The Company expects its interest expense to
decrease 99%, from more than $10,000,000 in 2004 to less than
$100,000 per year on a prospective basis.

Through the reorganization, the former holders of ABN's 10-3/8%
debentures will own approximately 79% of the equity, the new
private equity investors will own approximately 19% of the equity,
and the balance will be distributed to the former equity holders.
The Company will also cease to be publicly registered and traded,
and will operate as a private company.

According to American Banknote's Chairman and Chief Executive
Officer, Steven Singer, "as ABN commemorates its 210th
anniversary, we now have even greater cause to celebrate! Unlike
previous efforts to strengthen ABN's financial condition, this
restructuring does not merely represent a short-term improvement,
but a genuine long-term 'fix' of our capital structure."

Mr. Singer adds, "With virtually no debt, substantial cash, and
flourishing operating businesses, ABN finally has the resources
once again to invest in products, technologies, and/or strategic
acquisitions - the kind of investment upon which the Company has
historically thrived."

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Corporation, -- http://www.americanbanknote.com/-- is a holding
company, which operates through its subsidiary companies,
principally in the United States, Brazil, Argentina, Australia,
New Zealand and France.  Through these subsidiaries, the Company
manufactures, markets, distributes and supplies related services
to, a variety of secure documents, media, and fulfillment and
reconciliation systems.  The Company filed for chapter 11
protection on January 19, 2005 (Bankr. D. Del. Case No. 05-10174).
Adam Singer, Esq., at Cooch and Taylor and Paul N. Silverstein,
Esq., at Andrews Kurth LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $124,709,527 and total
debts of $115,965,530.


ANDRE S. TATIBOUET: Filing Stalls 246-Room Hotel Foreclosure
------------------------------------------------------------
The Associated Press reports that Waikiki hotel executive Andre S.
Tatibouet's chapter 11 filing (profiled in the Troubled Company
Reporter on April 7, 2005) stalled Central Pacific Bank's attempt
to foreclose on the 246-room Coral Reef Hotel.  The Bank says its
owed $15 million.  Mr. Tatibouet tells the AP he's confident he'll
be back on his feet and back in business.

Andre S. Tatibouet owns the Coral Reef Hotel in Hawaii. and filed
for chapter 11 protection on April 5, 2005 (Bankr. D. Hawaii Case
No. 05-00829).  James A. Wagner, Esq., at Wagner Choi & Evers,
represents Mr. Tatibouet.   Mr. Tatibouet estimated assets and
liabilities between $10 million and $50 million in his bankruptcy
petition.


ARMSTRONG WORLD: Court Okays Liberty Settlement & Sale Agreements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale and settlement agreements among Armstrong World
Industries, Inc., and its debtor-affiliates and Liberty Property
Holdings, LP.

As reported in the Troubled Company Reporter on Feb. 25, 2005, a
dispute arose between Liberty Property Holdings, LP, and
Armstrong World Industries with respect to certain amounts AWI
billed to Liberty for electric usage by Liberty Place, an office
building located in Lancaster, Pennsylvania.  Liberty Place used
to house AWI's corporate headquarters before AWI sold the building
to Liberty in 1997.  AWI's floor plant in Lancaster and Liberty
Place presently share certain utility and other services pursuant
to, and as set forth, in Part 2 of a Declaration of Covenants,
Easements, Licenses, Conditions and Restrictions the parties
entered into as part of the sale.

AWI sought to reject Part 2 of the Declaration as an executory
contract pursuant to its Plan of Reorganization.  Liberty
objected.

At the Plan Confirmation Hearing in November 2003, counsel to AWI
represented to the U.S. Bankruptcy Court for the District of
Delaware that the parties had reach an agreement in principle
resolving the rejection issue.  Liberty's objection was
subsequently withdrawn.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that immediately following the
Confirmation Hearing, AWI's counsel was advised that Liberty had
not, in fact, conceded that AWI had the right to terminate its
obligations to provide utilities.  Although the parties had agreed
to work toward the resolution of the logistics and costs involved
in severing the utilities, Liberty intended to reserve its right
to come before the Bankruptcy Court on the issue of whether AWI's
obligations to provide the utilities could be rejected as an
executory agreement.  The Liberty Objection, therefore, is still
pending.

To resolve the disputes among them, the parties have agreed to the
terms of a Settlement Agreement and a corresponding Sale
Agreement, which provide:

   (1) Property to be Transferred

       AWI will sell and convey to Liberty the five buildings
       and approximately 1.66 acres of parking area located at
       the south and east portion of AWI's Lancaster Floor Plant
       parking area.

   (2) Purchase Price

       The purchase price for the Buildings and the Parking Area
       will be $100,001, to be paid in cash or other funds
       acceptable to AWI at closing.

   (3) Easements

       AWI and Liberty will grant each other, as needed, cross
       easements for the purpose of access to existing phone
       lines and electrical wiring, water and sewer easements,
       and other utilities as necessary with respect to the
       premises.  AWI will grant Liberty access to the garage
       and loading docks located on the west side of Buildings
       151 and 152 as needed for reconstruction purposes for
       a period of six to eight weeks from the closing date.

   (4) Conditions Precedent

       Consummation of the transactions contemplated under
       the Sale Agreement will be subject to:

          (i) an environmental phase review acceptable to LPH;

         (ii) satisfactory construction due diligence to be
              completed by Liberty within 60 days of the
              Bankruptcy Court approval of the Sale Agreement;
              and

        (iii) approval by the City of Lancaster of the
              subdivision of the premises on terms and
              conditions mutually acceptable to AWI and
              Liberty.

   (5) Costs

       AWl will pay for subdivision costs related to engineering
       and land surveying services.  Liberty will be responsible
       for the coordination and administration of any zoning,
       sub-division and land development approval processes,
       including the payment of any legal fees or costs
       attendant thereto.

   (6) Electricity and Steam Heat

       Liberty will undertake Liberty Place's conversion, the
       Buildings, and lighting for the Parking Area to a
       source of electric utility services separate from that
       of AWI's.  In addition, Liberty will undertake the
       installation of its own source of steam heat supply
       for Liberty Place and the Buildings separate from that
       of AWI's.  Liberty will notify AWI in writing, and will
       commence utilizing its own source of electric utility
       services, immediately at the completion of that
       conversion or separation.  Provided that Court approval
       is obtained on or before April 1, 2005, the conversion
       or separation will be completed on or before September 1,
       2005.

   (7) Chilled Water

       Liberty will continue to provide chilled water to the
       Floor Plant, provided that AWl meters chilled water usage
       at the Floor Plant and pays Liberty an amount per month
       representative of the actual cost of the chilled water as
       metered.  Liberty may waive the requirement of metered
       chilled water usage and charge AWI a fee -- to be
       determined by mutual agreement of the parties -- during
       those months of chilled water consumption by the Floor
       Plant.  Liberty's obligation to provide chilled water to
       the Floor Plant may be terminated by either party at 90
       days' written notice.

   (8) Municipal Water and Sewer

       Water and sewer service will continue to be provided to
       Liberty Place and the Buildings via the Floor Plant for so
       long as AWI continues to require the existing water feed
       to the Floor Plant.  AWI will bill Liberty, and Liberty
       will pay for the actual cost of its municipal water and
       sewer usage on a monthly basis, without credit or offset
       of any kind.  Should the Floor Plant no longer require
       municipal water and sewer service via the existing water
       feed, then Liberty will arrange for its own water or
       sewer service and separation of the common water line on
       180 days' written notice from AWI.

   (9) Past Due Amounts

       If the Sale Agreement is not consummated for any reason
       -- other than a refusal or failure of AWI to perform its
       obligations -- Liberty will nonetheless be required to
       immediately pay the Past Due Amounts, as defined in the
       Sale Agreement, for prior electric usage to AWI upon
       written demand.

  (10) Amended Declaration

       At settlement, AWI will execute and deliver to Liberty,
       inter alia, appropriate amendments or modifications to
       the Declaration consistent with and required to carry
       out the intention of the Sale Agreement.  The amended
       Declaration will be separately recorded in the Recorder
       of Deeds Office in and for Lancaster County,
       Pennsylvania, and will not be subject to rejection in
       AWI's Chapter 11 case or under the Plan.

  (11) Withdrawal Or Objection

       The objection filed by Liberty against AWI will be deemed
       withdrawn with prejudice.

  (12) Release of AWI and Liberty

       As of the Closing Date, the parties will exchange mutual
       releases.  If the closing does not occur for any reason
       other than:

       * a failure to obtain Court approval of the settlement;

       * a failure to obtain any and all zoning and subdivision
         approvals of the failure of any other condition
         precedent required by the Sale Agreement in connection
         with the transfer of the premises; or

       * a refusal or failure of AWI to perform any of its
         obligations under the Settlement Agreement or the Sale
         Agreement,

       then Liberty's remaining obligations under the Settlement
       Agreement will remain binding.

With respect to the Parking Area, Ms. Booth informed the Court
that there is no possibility that the parties may subsequently
agree to amend the Sale Agreement such that an alternative parking
area of the same or similar acreage and value replaces the Parking
Area presently designated in the Sale Agreement.

Ms. Booth told Judge Fitzgerald that even if AWI obtains a ruling
in its favor on the issue of rejection, it is unclear how a
practicable solution implementing rejection could be effectuated.
That ruling alone would not remedy the logistical problems
associated with separation of AWI's utility services from
Liberty's.

"As it stands right now, much of the infrastructure is
interconnected, or at the very least, located at buildings
presently owned by AWI," Ms. Booth noted.  "The Settlement and
Sale Agreements represent the most logical and cost-effective
means by which the desired separation can be achieved."

Moreover, even if AWI is permitted to reject Part 2 of the
Declaration, Liberty is likely to pursue a rejection damage claim
against AWI's estate in a substantial amount.

In this regard, the proposed combined price for the Buildings and
the Parking Area is extremely reasonable when one considers their
present condition and status.  Ms. Booth explained that the
Buildings currently are not being utilized by AWI and serve no
further purpose to the Floor Plant yet continue to require heat
and power to sustain their existing state.  The Buildings'
condition continues to deteriorate as the result of deferred
maintenance.  Should AWI desire to occupy the Buildings again, the
cost of the roof repairs and asbestos remediation alone are
estimated at over $300,000.

The Court permits AWI to substitute, in AWI's discretion and with
Liberty's consent, a parking area of equivalent or comparable
acreage and value in the vicinity of the Floor Plant -- and to
amend the Sale Agreement accordingly -- prior to the closing
without the necessity of additional Court approval.

The Settlement and the Sale Agreements are without prejudice to:

   (i) Liberty's right to file a liquidated or unliquidated
       rejection damages claim with respect to Part 2 of the
       Declaration within the time provided for the Plan if the
       Confirmation Date occurs prior to the Closing Date; and

  (ii) AWI's right to object to or seek estimation of that claim,
       provided, however, that, if that claim is filed, it will
       be withdrawn immediately by Liberty when and if the
       closing under the Sale Agreement occurs.

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: Court Approves Wilmington Trust Term Sheet
--------------------------------------------------------
Prior to filing for chapter 11 protection, ATA Airlines, Inc., and
Wilmington Trust Company, solely in its capacity as Aircraft
Creditor, were parties to or assignees of certain aircraft leases
and related financing arrangements, which respect to five Boeing
model 757-23N aircraft.  ATA Airlines uses the Aircraft, engines,
appliances, related parts and equipment in its operations.

Wilmington Trust also serves as trustee under:

   -- certain indentures for the benefit of holders of equipment
      notes issued pursuant thereto; and

   -- certain pass through trust agreements and a stipulation
      providing adequate protection with regard to the 1996/1997
      Series EETC Airplane Financing for the benefit of holders
      of pass through trust certificates issued pursuant thereto.

A complete list of the Aircraft Leases and Financing Agreements
between ATA and Wilmington Trust is available at no charge at:

           http://bankrupt.com/misc/ata_1502_leases.pdf

The Adequate Protection Stipulation was approved by the United
States Bankruptcy Court for the Southern District of Indiana in
January 2005.  The terms of the Stipulation were not disclosed.

ATA Holdings Corporation financed ATA Airline's acquisition or
lease of Aircraft Equipment through a number of transactions
involving Enhanced Equipment Trust Certificate programs.
Wilmington Trust acted as loan trustee and as subordination agent
with regard to the 2002-1, 2001-1, 1996-1 and 1997-1 series of
ATA EETC programs.

On February 23, 2005, ATA Airlines and the Aircraft Creditors
amended the Adequate Protection Stipulation with respect to the
1996/1997 Series EETC Airplane Financing to extend the Adequate
Protection Period.  ATA Airlines and the Aircraft Creditors also
executed a Restructuring Term Sheet.

The Restructuring Term Sheet provides that on the Effective Date
of the Debtors' Plan of Reorganization:

   (a) ATA Airlines will reject each of the Existing Leases;

   (b) in the exercise of remedies, the Aircraft Creditors will
       terminate the Existing Leases;

   (c) ATA Airlines will constructively return the Aircraft
       Equipment to the Aircraft Creditors; and

   (d) the applicable Indenture Trustee will direct the Lessors
       to enter into new leases of the Aircraft with the
       Reorganized Debtors.

Wilmington Trust, solely in its capacity as Indenture Trustee
under the Trust Indentures and Security Agreements, Subordination
Agent under the Intercreditor Agreements, and Pass Through
Trustee under the Pass Through Trust Agreements, signed the Term
Sheet.

                           New Lease

The Debtors and Wilmington Trust agree that, under a new lease,
Wilmington Trust will lease to the Reorganized Debtors the
Aircraft for 15 years, for a $225,000 monthly lease rate per
aircraft, payable in advance.  The Reorganized Debtors will
maintain hull, war, comprehensive liability insurance and spares
insurance throughout the new term.  Hull insurance will be in an
amount not less than 110% of an agreed current value of the
Aircraft, but in no event less than $35,000,000.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, maintains that the rejection of the Existing Leases is
consistent with the requirements of Section 365(a) of the
Bankruptcy Code.

                        Rejection Claim

In addition to any administrative expense claim or super-priority
administrative expense claim that may exist, upon the effective
date of the rejection of the Existing Leases and the occurrence of
the New Lease Commencement Date, the Debtors agree that Wilmington
Trust will have an allowed unsecured claim, based on the entry
into the New Leases, without the need to file any other or
additional proof of claim.

If for any reason the Term Sheet were terminated and the New
Leases were not entered into, then the amount of the Rejection
Claim would not be fixed.  If the Existing Leases were rejected,
all parties have reserved all rights, including with respect to
any rejection damage claim.

The Rejection Claim with respect to each Original Aircraft Lease
will be equal to the sum of accrued and unpaid rent as of the
Petition Date and the amounts set forth for each Aircraft Tail
Number:

                   Aircraft           Amount
                   --------           ------
                    N517AT         $14,960,089
                    N518AT          12,840,147
                    N519AT          11,387,361
                    N520AT          13,939,963
                    N522AT          14,872,441

             Extension of Adequate Protection Period

The Debtors and Wilmington Trust agree to extend the Adequate
Protection Period through the later of the confirmation of a Plan
or the commencement of the New Leases, but no later than
December 31, 2005.

ATA promises to perform in full its obligations under the Term
Sheet and the Adequate Protection Stipulation, including the
obligation to negotiate the terms of the New Leases in good faith.
Wilmington Trust agrees not to exercise any of its rights and
remedies against ATA Airlines that may exist under the Aircraft
Agreement, Section 1110(c) of the Bankruptcy Code, or applicable
non-bankruptcy law.

The hearing on Wilmington Trust's Adequate Protection Motion is
deferred.

                    Court Approves Term Sheet

Mr. Nelson asserts that the settlement of each of the Rejection
Claims is fair and reasonable, based on an analysis of:

   (i) the probability of the Debtors' success in potential
       litigation;

  (ii) the likely difficulty in collection;

(iii) the complexity of the potential litigation with the
       attendant expense, inconvenience and delay; and

  (iv) the paramount interests of the Debtors' estates and
       creditors.

At the Debtors' behest, Judge Lorch approves the Restructuring
Term Sheet and the Amended Adequate Protection Stipulation, and
authorizes the Debtors to enter into the contemplated transactions
under the Term Sheet.

A free copy of the Restructuring Term Sheet is available at no
charge at:

     http://bankrupt.com/misc/ata_1502_term_sheet.pdf

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


ATA AIRLINES: Wants to Reject Sabre Work Order No. 1
----------------------------------------------------
ATA Airlines, Inc., and Sabre, Inc., are parties to an
Information Technology Services Agreement, under which the parties
agreed to enter into individual work orders for specific services
and for the license of licensed or hosted software.

The parties executed Work Order No. 1, effective October 2, 2003.
ATA Airlines was granted the right to use certain hosted and
licensed software, including the Sabre Passenger Reservation
System, Sabre Reservation and Departure Control Interface, and
Sabre Qik-Schedule.

Jeffrey C. Nelson, at Baker & Daniels, in Indianapolis, Indiana,
relates that since November 2004, ATA Airlines has not used the
Software or any ancillary services provided under Work Order
No. 1.  However, ATA Airlines is required to pay a minimum monthly
fee of almost $5,000 for the services.  Mr. Nelson notes that Work
Order No. 1 represents an unnecessary burden on ATA, its estate,
and creditors.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
the United States Bankruptcy Court for the Southern District of
Indiana's authority to reject Work Order No. 1.

Mr. Nelson tells the Court that the information contained in the
Master Agreement and Work Order No. 1 is highly confidential and
proprietary.  The Debtors will provide copies on a confidential
basis to the U.S. Trustee, counsels for the DIP lender, the
Official Committee of Unsecured Creditors, and the ATSB.

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


ATHEROGENICS INC: Registers $200M Convertible Notes for Resale
--------------------------------------------------------------
AtheroGenics, Inc. (Nasdaq: AGIX) filed a resale registration
statement on Form S-3 with the Securities and Exchange Commission
relating to the resale by the holders of an aggregate principal
amount of $200 million of 1.50% convertible notes due 2012 and any
shares of AtheroGenics common stock issuable upon conversion of
the notes.

The Securities and Exchange Commission has not yet declared the
registration statement effective.  Once effective, the selling
security holders may use the prospectus relating to the
registration statement from time to time to resell the securities
covered by the registration statement.  AtheroGenics intends to
announce when the Securities and Exchange Commission has declared
the registration statement effective.  AtheroGenics will not
receive any of the proceeds from the resale of the securities.

AtheroGenics, Inc. -- http://www.atherogenics.com/-- is focused
on the discovery, development and commercialization of novel drugs
for the treatment of chronic inflammatory diseases, including
heart disease (atherosclerosis), rheumatoid arthritis and asthma.
The Company has two drug development programs currently in the
clinic.  AtheroGenics' lead compound, AGI-1067, is being evaluated
in the pivotal Phase III clinical trial called ARISE, as an oral
therapy for the treatment of atherosclerosis.  AGI-1096 is a
novel, oral agent in Phase I that is being developed for the
prevention of organ transplant rejection in collaboration with
Fujisawa.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma using its novel vascular
protectant(R) technology.

As of December 31, 2004, AtheroGenics' stockholders' deficit
widened to $35,942,382 compared to a $18,839,547 deficit at
September 30, 2004.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Three Trust Issues
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Bear Stearns ARM Trust
Issues:

   Series 2000-2

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA+';
      -- Class B-3 affirmed at 'A+';
      -- Class B-4 affirmed at 'BBB+';
      -- Class B-5 affirmed at 'BB+'.

   Series 2001-4

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA';
      -- Class B-3 affirmed at 'A';
      -- Class B-4 remains at 'CCC';
      -- Class B-5 remains at 'D'.

   Series 2001-7

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA+';
      -- Class B-3 affirmed at 'A+';
      -- Class B-4 affirmed at 'BB+';
      -- Class B-5 affirmed at 'B+'.

   Series 2002-9

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

The affirmations, affecting approximately $216 million of
outstanding certificates, reflect asset performance and credit
enhancement levels generally consistent with expectations.  The
upgrades, affecting approximately $10 million of outstanding
certificates, are due to strong collateral performance and high
levels of CE relative to future loss expectations.

The current CE for all classes from series 2000-2 is at least 2
times original levels.  As of the March distribution date, 80% of
the collateral has paid down, there are no loans that are severely
delinquent, and cumulative losses are zero.  The collateral
consists of fully amortizing COFI adjustable-rate, first lien,
one- to four-family residential mortgage loans.

Currently the CE for classes A, B-1, B-2, and B-3 from series
2001-4 is more than 3x the original levels.  While there is
$477,510 in cumulative losses, there have been no losses in over a
year, there are no loans currently in 90+ delinquency, and 85% of
the collateral has paid down.  The mortgage pool consists of
conventional 30-year, fully amortizing, adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.

As of the March distribution date, the CE for classes A, B-1, B-2,
B-3, B-4, and B-5 from series 2001-7 has at least doubled since
origination.  There is currently one loan in 90+ delinquency, one
loan in foreclosure, and one loan in bankruptcy.  However, the
balance of these loans is only 0.89% of the current pool balance
and there is almost $800,000 in the non-rated B-6 piece to absorb
any losses that may result from these loans.  Furthermore, there
have been no losses incurred since origination with 75% of the
collateral paying down.  The collateral consists of traditional
and hybrid adjustable-rate mortgages extended to prime borrowers.

The CE for classes A, B-1, B-2, and B-3 from series 2002-9 has
increased from its original levels.  The CE for classes A, B-1, B-
2, and B-3 is more than 3x the original levels.  While there have
been some recent losses in the deal, totaling $230,441, and there
is currently one loan in REO and one loan in bankruptcy, Fitch
believes that there is enough in the non-rated B-6 bond to absorb
any future losses.  As of the March distribution, 85% of the
collateral has paid down.  The mortgage pool consists of
adjustable-rate mortgage loans consisting of one-, three-, five-,
seven-, and 10-year hybrid ARMs, secured by first liens on one- to
four-family residential properties.

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


BILLIE & VICKI VANDEVER: Case Summary & 20 Largest Unsecured Cred.
------------------------------------------------------------------
Debtor: Billie C. & Vicki Vandever
        413 South 1250 West
        Heyburn, Idaho 83336

Bankruptcy Case No.: 05-40664

Chapter 11 Petition Date: April 7, 2005

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  Ling, Robinson & Walker
                  615 H Street
                  P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717
                  Fax: (208) 436-6804

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
   ------                     ---------------       ------------
United Coop Inc.              Trade debt-               $180,000
P.O. Box 365                  supplies
Rupert, ID 833500365

Larry F. Harper               Personal loan             $175,000
100 South 672 West
Paul, ID 83347

Rulon Whitesides              Farm lease/rent            $60,213
1230 West 400 South
Heyburn, ID 83336

Idaho Power Company           Trade debt                 $60,000
                              irrigation pump power

Paul Chemical                 Trade debt                 $59,763
                              fertilizer and chemicals

June Jensen                   Farm rent                  $54,700

BioFlora                                                 $40,098

Bruce Saunders                Rent- farm lease           $33,000

Magic Valley Tire             Trade debt -               $29,312
                              tires and repairs

A & B Irrigation              Real property              $18,806
                              Value of security:
                              $1,197,000

AgriCents Limited Co          Legal and financial        $16,846
                              consulting services

The Sprinkler Shop            Irrigation equipment       $14,713
                              parts and repairs

Discover Card Services        Misc. business and         $13,100
                              personal expenses

Chase Card Services           Misc. business and         $11,587
                              personal expenses

ASAP Mobile Repair            Trade debt- repairs         $5,864

Choice Card Services          Misc. business expenses     $5,381

Choice Card Services          Misc. business expenses     $4,990

Western Seeds                 Trade debt- seed            $4,173

Zipfer Gas                    Trade debt- petroleum       $4,056
                              products and supplies

Magic Valley Equipment        Trade debt- parts           $3,474
                              and repairs


BIOPHAGE PHARMA: Appoints Dr. Diane Berry to Advisory Board
-----------------------------------------------------------
Biophage Pharma (TSX.V: BUG) reported the appointment of Dr. Diane
L. Berry to its Scientific Advisory Board.  Dr. Berry is currently
a Senior Advisor at the international law firm
McKenna, Long & Aldridge.

"I am very pleased that Dr. Berry has decided to join our Advisory
Board.  Her experience in working with biodefense and government
issues in the United States will bring us another strategic area
of understanding that will further enhance our ability to
commercialize the various biodefense technologies presently in
development at Biophage", said Dr. Rosemonde Mandeville, President
and Chief Executive Officer of Biophage Pharma.

Dr. Berry is a skilled biochemical engineer.  Her previous
experience includes working at the US Department of Defense
Chemical and Biological Defense Program with a focus on
chemical/biological detection, protection, decontamination and
medical countermeasures.  Dr. Berry is currently a member of the
Government Contracts Practice of McKenna Long & Aldridge LLP.

"It will be a pleasure to bring my biodefense and biomedical
expertise to the Biophage Scientific Advisory Board. Biophage's
current development programs are uniquely suited to take advantage
of my own particular skill set.  I look forward to applying my
blend of scientific and government experience in helping to
realize the promise of Biophage technologies", stated Dr. Diane L.
Berry.

Biophage Pharma, Inc. -- http://www.biophage.com/-- is a Canadian
biopharmaceutical company developing new therapeutic and
diagnostic products using phage-based technology.  Founded in
1995, Biophage is located at the Biotechnology Research Institute
in Montreal and employs 15 people, including a team of 13
researchers.  Through an active research and development program,
as well as in-licensing and collaboration agreements, Biophage is
building a portfolio of promising new therapeutics collaboration
agreements, Biophage is building a portfolio of promising new
therapeutics.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004, the
2004 third quarter interim financial statements of Biophage Pharma
include a note questioning the company's ability to continue as a
going concern.

The Company incurred a CDN$206,154 net loss for the fourth
quarter, widening the accumulated deficit to CDN$6,857,545 at the
end of the fourth quarter compared to a CDN$6,651,391 accumulated
deficit at the beginning of the period.

Biophage's reported a $815,492 net loss for the year ended
November 30, 2004, and a net loss of $1,152,992 for the year ended
November 30, 2003.


BOSTON LIFE: Losses Cause PwC to Raise Going Concern Doubt
----------------------------------------------------------
Boston Life Sciences, Inc.'s (NASDAQ: BLSI) auditors,
PriceWaterhouseCoopers LLP, expressed substantial doubt about the
Company's ability to continue as a going concern included in the
Company's Form 10-K filed with the Securities and Exchange
Commission.  PwC issued the going concern opinion because the
Company has suffered recurring losses and negative cash flows from
operations and has a net working capital deficiency for the year
ended Dec. 31, 2004.  As of Dec. 31, 2004, the Company has
experienced total net losses since inception of approximately
$105,647,000.

"For the foreseeable future, the Company expects to experience
continuing operating losses and negative cash flows from
operations as management executes its current business plan," the
Company said in it Annual Report.  The Company believes that the
cash, cash equivalents, and marketable securities available at
December 31, 2004 will not provide sufficient working capital to
meet its anticipated expenditures for the next twelve months.
"The Company will need to raise additional capital in 2005 through
a collaboration, merger or other transaction with other
pharmaceutical or biotechnology companies, or through a debt
financing or equity offerings by the Company to continue as a
going concern," the Company disclosed.

                        About the Company

Boston Life Sciences, Inc., is engaged in the research and
clinical development of novel diagnostic and therapeutic products
for central nervous system (CNS) disorders.  ALTROPANE(R), the
company's lead program, is in Phase III for the diagnosis of
Parkinsonian Syndromes (PS) and Phase II for the diagnosis of
Attention Deficit Hyperactivity Disorder (ADHD).  The Company's
research and pre-clinical CNS programs include Inosine for the
treatment of stroke and O-1369 for the treatment of Parkinson's
disease.  BLSI's current research collaborations include Harvard
Medical School, Children's Hospital of Boston and the University
of Massachusetts-Worcester.


BRADLEY K. MEFFORD: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Bradley K. Mefford
        18919 Golf Drive
        Carlinville, Illinois 62626

Bankruptcy Case No.: 05-71854

Chapter 11 Petition Date: April 9, 2005

Court: Central District of Illinois (Springfield)

Judge: Larry Lessen

Debtor's Counsel: Francis J. Giganti, Esq.
                  8 South Old State Capitol Plaza
                  Springfield, Illinois 62701
                  Tel: (217) 492-5113
                  Fax: (217) 492-5129

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.


BRANDT ASSOC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Brandt Assoc. Inc.
        871 Bumps River Road
        Centerville, Massachusetts 02632

Bankruptcy Case No.: 05-12965

Chapter 11 Petition Date: April 8, 2005

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David K. Sykes, Esq.
                  172 Williams Street
                  New Bedford, Massachusetts 02740
                  Tel: (508) 979-8070

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


CATHOLIC CHURCH: Court Okays Tucson's Grant Participation Pact
--------------------------------------------------------------
The City of Tucson has offered to file a grant application to
Arizona State Parks Heritage Fund to undertake the restoration and
stabilization of the exterior of the historic Marist College
Building.  The Building is located on the northwest corner of
Church Avenue and East Ochoa Avenue inside the campus of St.
Augustine Cathedral in downtown Tucson.

Pursuant to the Grant Application, the City seeks $58,721 from the
Heritage Fund, which the City has agreed to match with an
additional $40,000.  As part of this Grant, the Heritage Fund
requires the Diocese of Tucson, as third property owner and grant
beneficiary, to enter into a Grant Participation Agreement and
provide a 20-year preservation and conservation easement to the
property to be restored.

A full-text copy of the Grant Participation Agreement is available
for free at:

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

Accordingly, the Diocese sought and obtained Judge Marlar's
permission to:

   (a) enter into the Grant Participation Agreement; and

   (b) encumber the Marist College Building with an easement
       in favor of the City and the Heritage Fund as required by
       the Grant Participation Agreement.

Susan Boswell, Esq., at Quarles & Brady Streich Lang LLP, In
Tucson, Arizona, relates that the Diocese's books and records show
that the Marist College Building, along with the adjacent
Immaculate Mary Chapel, are owned by the Diocese, but the church
and remaining buildings and parking on that block belong to St.
Augustine Cathedral Parish.

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. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Must Request Bar Date Extension by May
---------------------------------------------------------------
Judge Williams vacates the April 5, 2005 deadline for filing
proofs of claim against the Diocese of Spokane.  The Diocese is
given the exclusive right to file a request to extend the Bar
Date.  Spokane, however, must file the request by May 16, 2005.

Additionally, given that the Diocese files its request on or
before May 16, 2005, the Diocese will have the exclusive right to
file a request for approval of:

   * the form of notice of the Bar Date;

   * the Proof of Claim Form for tort claimants; and

   * the procedures for service and publication of notice.

The Diocese will file a request for the establishment of a
protocol for the handling Proofs of Claim filed in the future by
claimants who wish to remain anonymous.  This request has to be
filed on or before April 15, 2005.

Judge Williams clarifies that the Diocese's exclusive right to
file these requests is contingent upon filings by the stated
deadline.  Should the Diocese fail to file a motion or motions by
the deadlines, any party-in-interest may do so.

Judge Williams warns that the parties should be mindful of the
Court's expectation that the final hearing on any objections to
any request should take place within 60 days from May 16, 2005.

The Diocese stipulates that the act of filing a proof of claim in
its Chapter 11 case by a person holding a personal injury tort
claim will not, in and of itself, constitute a waiver of whatever
rights to a jury trial that claimant may have.

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. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY/ML CABLE: Has Exclusive Right to File Plan Until June 30
----------------------------------------------------------------
Century/ML Cable Venture, ML Media Partners LP and Century
Communications Corp. sought and obtained an order from the U.S.
Bankruptcy Court for the Southern District of New York extending
the exclusive periods in which they may:

    a. file a plan of reorganization, through June 30, 2005; and

    b. solicit and obtain plan acceptances, through August 23,
       2005.

The United States Trustee has no objection to the proposed
extension.

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Century Communications Corporation sought and obtained the
Bankruptcy Court's authority to employ Lazard Freres & Co., LLC,
as its sole investment banker to provide general restructuring
advice in connection with a possible sale of Century/ML Cable
Venture or any Century/ML interest or subsidiary division.

Specifically, Lazard:

    -- assists Century Communications in identifying and
       evaluating candidates for a potential Century/ML sale
       transaction;

    -- advises Century Communications in connection with
       negotiations; and

    -- assists in the consummation of the Century/ML Transaction.

The Century/ML Transaction may take the form of a merger or a sale
of assets or equity securities or other interests.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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


CITICORP MORTGAGE: Fitch Ups Ratings on Six Mortgage Securities
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Citicorp Mortgage
Securities, Inc. issues:

   Series 1999-8

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AAA';
      -- Class B-3 affirmed at 'AAA';
      -- Class B-4 affirmed at 'A'.

   Series 2002-10

      -- Class A affirmed at 'AAA';
      -- Class B-1 upgraded to 'AAA' from 'AA';
      -- Class B-2 upgraded to 'AAA' from 'A';
      -- Class B-3 upgraded to 'AA+' from 'BBB';
      -- Class B-4 upgraded to 'A+' from 'BB';
      -- Class B-5 upgraded to 'BBB' from 'B'.

   Series 2002-11

      -- Class A affirmed at 'AAA';
      -- Class B-1 upgraded to 'AAA' from 'AA+';
      -- Class B-2 upgraded to 'AA+' from 'A+';
      -- Class B-3 upgraded to 'AA-' from 'BBB+';
      -- Class B-4 upgraded to 'A-' from 'BB+';
      -- Class B-5 upgraded to 'BB+' from 'B+'.

   Series 2003-2

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 upgraded to 'AA+' from 'AA';
      -- Class B-3 upgraded to 'A+' from 'A';
      -- Class B-4 upgraded to 'BBB+' from 'BBB';
      -- Class B-5 upgraded to 'BB-' from 'B+'.

   Series 2003-3

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 upgraded to 'AA+' from 'AA';
      -- Class B-3 upgraded to 'A+' from 'A';
      -- Class B-4 upgraded to 'BBB+' from 'BBB';
      -- Class B-5 upgraded to 'BB-' from 'B+'.

The upgrades, affecting $30 million of outstanding certificates,
are being taken as a result of increased credit support levels and
low delinquencies.  The affirmations, affecting approximately $490
million of outstanding certificates, are being taken as a result
pool performance and credit enhancement -- CE -- consistent with
expectations.

The current CE for all classes from series 1999-8 is more than 15
times original levels.  As of the March distribution, 94% of the
collateral had paid down and there were zero cumulative losses.
The mortgage pool consists of conventional, 30-year fixed-rate
relocation mortgage loans secured by one- to four-family
residential properties.

As of the March distribution date, the CE for classes B-1, B-2, B-
3, and B-4 from series 2002-10 and 2002-11 are more than 6x their
original levels.  In addition, over 90% of the collateral from
series 2002-10 and 85% of the collateral from series 2002-11 has
paid down, there have been no losses incurred in either deal and
currently no loans are severely delinquent.  Series 2002-10 is
secured by 15-, and 20- to 30- year mortgages extended to price
borrowers.  Series 2002-11 is secured by 10- to 15-, and 20- to
30- year mortgages.  At origination approximately 20% of the
mortgages from 2002-11 were relocation mortgages.

The current CE levels for series 2003-2 and 2003-3 have also
increased substantially since origination.  The CE levels for
classes B-1, B-2, B-3, and B-4 for both deals are more than 3x
original levels.  There have been no losses in either deal with
70% of the collateral balance paid down.  Both deals are secured
by 30-year fixed-rate mortgages extended to prime quality
borrowers.

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


COEUR D'ALENE: Buying CBH Resources' Silver Reserves for $38.5M
---------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM) agreed to
acquire all of the silver production and reserves contained at the
Endeavor Mine in Australia, which is owned and operated by CBH
Resources Ltd (ASX: CBH), for US$38.5 million.

The Endeavor Mine is located 720 km northwest of Sydney in New
South Wales and has been in production since 1983.  In addition to
principal production of lead and zinc, Endeavor is expected to
produce approximately 1.3 million ounces of silver annually from
mineral reserves containing approximately 24.0 million silver
ounces.  In total, the Endeavor Mine reports measured and
indicated mineral resources containing approximately 8.2 million
ounces of silver, and inferred mineral resources containing
approximately 0.5 million silver ounces.

Under the terms of the agreement, CDE Australia, a wholly owned
subsidiary of Coeur, will pay CBH US$15.4 million of cash at the
closing.  In addition, CDE Australia will pay CBH US$23.1 million
of cash upon the determination by Coeur that a recently installed
paste backfill plant at the Endeavor Mine is operating
successfully.  This determination is expected to take place in the
third quarter of 2005.  In addition to these upfront payments,
Coeur will pay CBH an operating cost contribution of US$1.00 for
each ounce of payable silver plus a further increment when the
silver price exceeds the twenty-year average price of US$5.23 per
ounce.  This further increment begins on the second anniversary of
this agreement and is 50% of the amount by which the silver price
exceeds US$5.23 per ounce.  A cost contribution of US$0.25 per
ounce is also payable in respect of new ounces of proven and
probable silver reserves as they are discovered.  In addition,
under the terms of the agreement, Coeur is entitled to receive a
maximum of 17.7 million payable silver ounces from the current
contained resource at the Endeavor Mine.  Based on these terms,
Coeur is effectively paying US$3.26 per payable ounce of silver
reserve, which equates to a total effective full cost of US$4.26
per ounce of payable silver production.

"We expect this transaction will immediately increase Coeur's
silver production by 1.3 million ounces annually and contribute
significantly to Coeur's earnings and cash flow over an
anticipated mine life of at least ten years," said Dennis E.
Wheeler, Chairman, President and Chief Executive Officer of Coeur.
"At current silver prices, we expect that this transaction will
increase Coeur's annual estimated operating cash flow by
approximately $6.2 million."

"Coeur and CBH consider the exploration potential and the
opportunity to expand silver production at the Endeavor Mine to be
considerable.  Coeur is enthusiastic about returning to Australia
and seeking to grow its business in this important mining country.
We also look forward to working with CBH Resources and its
seasoned management team to maximize the benefits of this
partnership for both parties," Mr. Wheeler added.

                 Endeavor Mine Mineral Reserves and Resources
     Mineral Reserves    Tons (mm)      Silver Grade        Contained Silver
                                         (oz/ton)               Ounces (mm)
          Proven            6.1            2.01                   12.2
          Probable          6.1            1.98                   12.0
          Total            12.1(1)         2.00                   24.2

     Mineral Resources

          Measured          4.4            0.88                    3.9
          Indicated         0.7            6.10(2)                 4.3
          Total M & I       5.1            1.61                    8.2

          Inferred          .22             2.1                    0.5

    (1)  Difference in Total due to rounding
    (2)  Includes high-grade remnant material in upper levels of mine

                        About CBH Resources

In addition to operating the Endeavor mine in New South Wales, CBH
Resources Limited -- http://www.cbhresources.com.au/-- controls
the central concessions of the prolific Broken Hill District in
New South Wales, which contain significant zinc, lead, and silver
resources, and owns and operates a concentrate shiploading
facility in New South Wales.

                    About Coeur d'Alene Mines

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

                         *     *     *

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


COLUMBUS HOSPITALS: Various Concerns Prompt Moody's to Hold Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed the B3 rating on Columbus
Hospital's outstanding Series 1991 ($29.2 million).  The rating
outlook is negative. The rating has been removed from Watchlist
for possible downgrade where it was placed November 29, 2004.

The B3 rating is attributable to:

      * Increasing volumes in FY 2003 and FY 2004. The
        sustainability of this trend remains unclear.

      * Stabilization in operating performance in the second half
        of FY 2004.  Unaudited operating loss of $3.7 million is
        on par with losses through the first half of FY 2004,
        although compares unfavorably to budget.  The
        stabilization reflects salary and other expense reductions
        as well as increased charity care subsidies.  Revenues
        increased 4.7% in FY 2004 following a 1.7% decrease in FY
        2003 from the prior year, in part due to higher charity
        care subsidies.  Columbus was recently reclassified to the
        New York City Medicare wage index which should aid
        revenues beginning in October 2005.

      * While not legally obligated, Columbus's affiliated
        organization, Cathedral Healthcare System, has represented
        to Moody's that all necessary steps will be taken to
        ensure that Columbus will not miss a debt payment or
        withdraw monies from the debt service reserve fund.
        Payments of $315,000 are due on a monthly basis into the
        bond funds.  Currently, there are minimal cash reserves at
        Cathedral Healthcare System.

      * Very poor liquidity with less than $1 million and 3.8 days
        cash on hand.  Progress made with reductions in
        receivables was mitigated by a $5.5 million required
        repayment to Medicaid for an outstanding obligation based
        on stronger performance in FY 2002.  Additionally, any
        cash flow will be needed to make debt payments and daily
        operating expenses.

      * High likelihood of not meeting the rate covenant again in
        FY 2004, demonstrating a continuation of poor financial
        performance and oversight.  The FY 2004 audit is not
        completed at this time, although management has stated it
        will not be delayed.

      * As a required by the bond documents, a consultant was
        engaged following the rate covenant violation in FY 2003.
        The Board of Trustees adopted the consultant's report.  As
        recommended in the report, added board oversight is
        required to monitor financial operations.  Management has
        committed to providing enhanced reporting to Moody's on a
        go forward basis.

The outlook remains negative as Columbus has not proven its
ability to achieve budget, materially improve financial
performance or increase cash.  Failure to improve results or
increase cash will result in a rating downgrade.


CORUS ENTERTAINMENT: Will Release 2nd Quarter Report on Thursday
----------------------------------------------------------------
Corus Entertainment Inc. (TSX: CJR.NV.B; NYSE: CJR) will be
releasing its financial results for the second quarter on
Thursday, April 14, 2005.

A conference call with Corus senior management is scheduled for
Thursday April 14, 2005 at 4 p.m. ET. This call is for analysts
and investors, however, members of the media are welcome to listen
in.

    -  The dial-in number for the Conference Call is 1-888-208-
       1812.

    -  Please call five to ten minutes before the start time.

    -  A rebroadcast of this call will be available from Thursday
       April 14 at 7 p.m. ET until Wednesday, April 20 at Midnight
       ET by dialing 1-888-203-1112, pass code 8129394.

The conference call is also available through a live webcast on
the Corus Entertainment website at:

  http://www.corusent.com/corporate/investor_information/index.asp

Corus Entertainment -- http://www.corusentertainment.com/-- is a
Canadian-based media and entertainment company.  Corus is a market
leader in both specialty TV and Radio. Corus also owns Nelvana
Limited, an internationally recognized producer and distributor of
children's programming and products. The Company's other interests
include music, television broadcasting and advertising services.
A publicly traded company, Corus is listed on the Toronto
(CJR.NV.B) and New York (CJR) Exchanges.

                         *     *     *

As reported on the Troubled Company Reporter on Aug. 22, 2003,
Standard & Poor's Ratings Services revised its outlook on
diversified Canadian media company, Corus Entertainment, Inc., to
negative from stable.  At the same time, the ratings on Corus,
including the 'BB' long-term corporate credit rating, were
affirmed.


CRYOPAK IND: Discovery Capital Buys $250K Convertible Debentures
----------------------------------------------------------------
British Columbia Discovery Fund (VCC) Inc., a venture capital
corporation managed by a wholly owned subsidiary of Discovery
Capital Corporation, purchased $250,000 principal amount of
secured subordinate convertible debentures of Cryopak Industries
Inc. pursuant to a private placement announced by Cryopak on
March 30, 2005.

This purchase represents approximately 19% of the Debentures
issued by Cryopak to date, or approximately 13% of the total
Debentures anticipated to be issued if Cryopak completes its
private placement as announced.  The Debentures purchased by BCDF
would result in the acquisition of 694,444 shares of Cryopak, on
conversion at a price of $0.36 per share, or approximately 10% of
the issued and outstanding shares of Cryopak after conversion (6%
assuming conversion of Debentures issuable under the private
placement as announced).

Accordingly, if the private placement is completed as announced by
Cryopak, Discovery Capital would have ownership and control or
direction over approximately 22% of the issued and outstanding
post-consolidated shares of Cryopak (13% assuming conversion of
Debentures issuable under the private placement as announced).
Discovery Capital also has control or direction over warrants for
the purchase of a further 74,404 post-consolidated shares of
Cryopak.  BCDF's subscription was made for investment purposes.
Discovery Capital may acquire ownership of or control or direction
over additional securities of Cryopak, or dispose of securities of
Cryopak, as circumstances or market conditions warrant or arise.

               About Discovery Capital Corporation

With nearly 20 years of venture capital experience in British
Columbia, Discovery Capital, through its wholly owned subsidiary,
Discovery Capital Management Corp. -- http://www.discoverycapital.com/
-- is a venture fund manager and investor specializing in:
information technology, communications, health and life sciences,
and other advanced technologies.  The Company has proven expertise
in strategic planning, management development, innovative
financing strategies, corporate governance and positioning for
liquidity.  Discovery Capital Management Corp. is the manager of
British Columbia Discovery Fund (VCC) Inc., a British Columbia
venture capital fund that has raised nearly $27.0 million to date.

                        Cryopak Industries

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

                       Going Concern Doubt

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

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

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


CURON MEDICAL: Raises Initial $3.2M in Private Equity Placement
---------------------------------------------------------------
Curon Medical, Inc. (Nasdaq: CURN) signed definitive agreements
for the private placement of common stock to institutional
investors for a total of $11.3 million, before transaction fees
and expenses.  The placement is structured to be completed in two
closings, with the first closing having occurred on April 8, 2005,
and the remaining closing being subject to stockholder approval.

In this first closing, the Company raised approximately
$3.2 million by issuing a total of 4,962,614 shares of common
stock at a price of $0.65 per share, representing a 19 percent
discount to the Company's April 7, 2005 $0.80 per share closing
price.  Investors received five-year warrants to purchase an
aggregate of 2,481,298 shares of common stock at a price of $1.00
per share.  SVB Alliant and The Robins Group LLC served as
placement agents for the transaction.

An additional amount of approximately $8.1 million has been
deposited to escrow and will be released to the Company in the
event that the Company obtains stockholder approval for the
subsequent sale of securities.  The Company intends to seek
stockholder approval at its Annual Meeting next month.  The terms
of the subsequent closing are essentially identical to those from
the first closing.

Larry C Heaton II, Curon Medical's President and Chief Executive
Officer, said that the proceeds will be used primarily to fund the
Company's initiatives for its core business related to the use of
radiofrequency energy for the treatment of acid reflux or GERD
with the Stretta(R) System, and the treatment of Bowel
Incontinence(TM) (BI) with the Secca(R) System, in addition to
other working capital needs.

"This round of funding strengthens our balance sheet and will
provide capital to execute our operating plan," added Mr. Heaton.
"With the addition of the funds being held in escrow pending
stockholder approval, we believe that we will have satisfied the
going concern issue that we raised in our year end 2004 financial
statements."

                     About The Stretta System

Curon's proprietary Stretta System provides physicians with the
tools to perform a minimally invasive, outpatient endoscopic
procedure for the treatment of GERD. The Stretta System consists
of the Stretta Catheter, which is a disposable, flexible catheter,
and the Curon Control Module. Using the Stretta System, the
physician delivers temperature-controlled radiofrequency energy to
create thermal lesions in the muscle of the lower esophageal
sphincter (LES). The tissue response to radiofrequency delivery
alters LES function, which results in statistically significant
improvements in GERD symptom scores, reduction in acid exposure
and reduction in anti-secretory medication requirement.

                     About The Secca System

The Secca System provides physicians with devices to perform a
minimally invasive outpatient procedure for the treatment of bowel
incontinence in patients who have failed more conservative therapy
such as diet modification and biofeedback. The Secca System
utilizes the same technology and treatment concepts as the Stretta
System. Using the Curon Control Module and the Company's Secca
disposable handpiece, physicians deliver radiofrequency energy
into the muscle of the anal sphincter to improve its barrier
function.

                   About Curon Medical, Inc.

Curon Medical, Inc. -- http://www.curonmedical.com/-- develops,
manufactures and markets innovative proprietary products for the
treatment of gastrointestinal disorders. The Company's products
and products under development consist of radiofrequency
generators and single use disposable devices. Its first product,
the Stretta System, received U.S. Food and Drug Administration
clearance in April 2000 for the treatment of gastroesophageal
reflux disease, commonly referred to as GERD. The Company's Secca
System for the treatment of bowel incontinence received clearance
from the FDA in March 2002.

                      Going Concern Doubt

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Curon Medical's
auditors, PriceWaterhouseCoopers LLP, raised substantial doubt
about the Company's ability to continue as a going concern due to
Curon's recurring losses and negative cash flows from operations.

"As of December 31, 2004, we had cash and cash equivalents on hand
of $5.9 million and working capital of $6.6 million," the Company
disclosed in its Annual Report.  "We intend to finance our
operations primarily through our cash and cash equivalents,
marketable securities, future financing and future revenues.
Although we recognize the need to raise funds in the near future,
there can be no assurance that we will be successful in
consummating any such transaction, or, if we did consummate such a
transaction, that the terms and conditions of such financing will
be favorable to us.  We believe that our cash balances will not be
sufficient to fund planned expenditures in the third quarter of
2005."


DALLAS AEROSPACE: Court Converts Ch. 11 Case to Ch. 7 Liquidation
-----------------------------------------------------------------
CIS Air Corporation, one of Dallas Aerospace, Inc.'s unsecured
creditors, sought and obtained an order from the U.S. Bankruptcy
Court for the Northern District of Texas converting the Debtor's
chapter 11 proceeding into a chapter 7 liquidation.

CIS Air holds an unsecured claim in excess of $695,432.

CIS Air gave the Court five reasons conversion to a chapter 7
liquidation is appropriate:

   a) there are no secured creditors listed in the Debtor's
      Schedules;

   b) two of the supposedly unsecured creditors listed in the
      Debtor's Schedule F, Banner Aerospace, Inc. and Fairchild
      Holding Corp. are alleged to be affiliates or insiders of
      the Debtor;

   c) investigations concluded that the Statement of Financial
      Affairs filed by the Debtor on October 18, 2004, indicate:

        (i) the Debtor has had no gross income for the years 2002,
            2003, and 2004

       (ii) the Debtor has no other source of income and no
            payments have been made to its creditors since
            September 2004, nor to the two alleged unsecured
            creditors, Banner Aerospace and Fairchild Holding,

      (iii) the Debtor lists only three assets, consisting of an
            aircraft engine with a salvage value of $50,000, and
            stocks in PB Hendron Aerospace, Inc. and Dallas
            Aerospace, Inc., but the value of these stocks is
            unknown, and

       (iv) the Debtor has no ongoing business operations and no
            cash flow, and a large sum owed to creditors with no
            apparent means of repaying the debts;

   d) CIS Air is the only non-insider undisputed, liquidated
      unsecured creditor in the Debtor's chapter 11 case and it
      will oppose a proposed plan of reorganization because there
      is no substantial infusion of cash that will fund any
      rehabilitation or reorganization; and

   e) investigations concluded that the only business activity
      the Debtor has been engaged in for the last three years is
      the ongoing litigation between it and CIS Air.

The U.S. Trustee supported CIS' bid to convert the case.

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities
in Dallas, Texas, and Miami, Florida.  The Company filed for
chapter 11 protection on October 1, 2004 (Bankr N.D. Tex. Case No.
04-80663).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., represents the Debtor in its restructuring.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


DLJ MORTGAGE: Fitch Assigns BB+ Rating to $22.3MM Class B-4 Certs.
------------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates, series 1996-CF1:

   -- $30.6 million class B-3 to 'A+' from 'A'.

In addition, Fitch affirms these classes:

   -- Interest-only class S 'AAA';
   -- $8.9 million class A-3 'AAA';
   -- $30.5 million class B-1 'AAA';
   -- $9.4 million class B-2 'AAA';
   -- $22.3 million class B-4 'BB+'.

Classes A-1A, A-1B, and A-2 have paid in full.  Fitch does not
rate the $14.5 million class C certificates.

The upgrade to class B-3 is due to the increase in credit
enhancement resulting from loan payoffs and amortization.  As of
the March 2005 distribution date, the pool has paid down 75.3% to
$116.2 million from $470.1 million at issuance.

Four assets (14.8%) are currently in special servicing: one real
estate ownedproperty (9.1%) and three Eagle Foods loans (5.7%)
that are each 90 days delinquent.  The REO property is a former
Holiday Inn hotel located in Irving, Texas, that was recently re-
flagged as a Clarion.  The property is currently being marketing
for sale and losses are expected.  The special servicer is working
to take title to two of the 90-day delinquent loans (3.8%), via a
deed-in-lieu or foreclosure.  A discounted payoff is expected in
the immediate future for the third 90-day delinquent loan (1.8%)
and minimal losses, if any, are expected.

In addition to the specially serviced loans mentioned above, seven
loans (24.4%) are considered Fitch loans of concern due to
decreases in debt service coverage ratio and occupancy or other
performance issues.  These loans' higher likelihood of default was
incorporated into Fitch's analysis.  The largest of these loans is
the Madison Hotel loan (8%), secured by a hotel in Morristown, New
Jersey, which has seen a significant drop in occupancy and net
cash flow since issuance.

Fifteen loans (36.0%) mature within the next 12 months.  The
remaining maturities are concentrated in 2011 (30.9%) and in 2016
(30.9%).


DONNKENNY: Gets Court Okay to Sell Assets to Donn K Acquisition
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York put his stamp of approval on the
asset purchase agreement between Donnkenny, Inc., and its debtor-
affiliates and Donn K Acquisition LLC.  Donn K is buying
substantially all of the Debtors' assets, consisting primarily of:

       1.  all assets relating to the Pierre Cardin(TM), Nicole
           Miller(TM) and Donnkenny pant lines of business,
           including:

             (i) inventory, including on-hand and in transit, and
                 the assumption of open letters of credit or other
                 guarantees for such in-transit inventory relating
                 to the Businesses,

            (ii) furniture, fixtures and equipment relating to the
                 Businesses,

           (iii) the option to purchase Donnkenny's facility in
                 Wytheville, Virginia,

            (iv) customer orders and rights under agreements with
                 retailers relating to the Businesses,

             (v) rights under license agreements relating to the
                 Businesses, including the license agreements with
                 Pierre Cardin(TM) and Nicole Miller(TM), and

            (vi) other contractual rights and intellectual
                 property rights relating to the Businesses; and

       2.  all of Donnkenny's computer systems, including hardware
           and software, and

       3.  any current season inventory unrelated to the
           Businesses, but only to the extent covered by valid
           confirmed purchase orders from Coldwater Creek.

The sale transaction, pursuant to Section 363 of the Bankruptcy
Code, is free and clear of all liens, claims and encumbrances.

Donn K Acquisition has agreed to pay:

   (a) the estimated cost of inventory on hand and in transit with
       respect to the current season inventory for the Pierre
       Cardin(TM) and the Nicole Miler(TM) businesses and the
       inventory of the Donnkenny pant business and 50% of cost
       for all other inventory;

   (b) the appraised value of the Wytheville Facility; and

   (c) an additional cash payment of $2,500,000, which includes
       $500,000 that Donn K Acquisition has previously deposited
       in escrow as a good faith deposit.

Headquartered in New York City, Donnkenny, Inc., and its debtor-
affiliates design, import, and market broad lines of moderately
and better priced women's clothing.  The Debtors filed for chapter
11 protection on Feb. 7, 2005 (Bankr. S.D.N.Y. Case No. 05-10712
through 05-10716).  Bonnie Steingart, Esq., Kalman Ochs, Esq., and
Christopher R. Bryant, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $45,670,000 in total assets and
$100,100,000 in total debts.


DP 8 LLC: Asks Court to Appoint Chapter 11 Trustee
--------------------------------------------------
DP 8, L.L.C., asks the U.S. Bankruptcy Court for the District of
Arizona to appoint a Chapter 11 Trustee to administer its affairs
in its chapter 11 bankruptcy proceedings.

The Debtor is a manager-managed limited liability company managed
by Kathy Aleman and Daryl Wolfswinkel, whose affiliated companies
control approximately 13% of the economic interests in the Debtor.
The LLC managers can only be removed with the consent of Ms.
Aleman and Mr. Wolfswinkel, or by a unanimous vote of the members.

The Debtor filed a Plan of Reorganization with no accompanying
Disclosure Statement on Jan. 28, 2005.

Lee Allen Johnson, Esq., of Lee Allen Johnson, PC, representing
Bailey Farms, L.L.C., Vanderbilt Farms, L.L.C., Ashton A.
Wolfswinkel, and Brandon D. Wolfswinkel, filed a request with the
Court on March 21, 2005, to strike or dismiss the Debtor's Plan.

Those four companies hold membership interests in the Debtor's
business and are also allied with Mr. Wolfswinkel.  The Debtor
contends that those four companies are recipients of a fraudulent
conveyance of its property.

Candice Company contends that since the Debtor is a limited
liability company, it should have been dissolved upon the filing
of the chapter 11 petition, but Candice Company has been unwilling
to authorize the managers to liquidate its assets in accordance
with the Operating Agreement of the company.

The Debtor says its proposed a Plan of Reorganization attempts to
treat all creditors as unimpaired and will distribute the Debtor's
assets in accordance with the respective priorities of the
Debtor's creditors and members.  But the Four Members say the Plan
is fundamentally flawed because it contravenes the LLCs
agreements.

Another stumbling block to the Debtor's reorganization is
Vanderbilt Farms' suggestion that the managers resign and return
control of the company Mr. Wolfswinkel, but the managers are
unwilling to do that because it would give majority control of the
company to Mr. Wolfswinkel.

The Debtor submits that a deadlock exists in resolving the
problems facing its reorganization.  The Debtor believes an
independent chapter 11 trustee is necessary to move the bankruptcy
case forward, specifically in connection with the sale of its
property and confirmation of a plan of reorganization.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


DURA AUTOMOTIVE: J.P. Morgan Arranges New $290MM Financing Pact
---------------------------------------------------------------
DURA Automotive Systems, Inc. (Nasdaq: DRRA), intends to further
enhance its liquidity by entering into new senior secured credit
facilities with an aggregate borrowing capacity of approximately
$290 million, consisting of:

    -- a $175 million asset based revolving credit facility and

    -- a $115 million senior secured second lien term loan.

Borrowings under these facilities are intended to be used to
refinance DURA's existing $175 million revolving credit facility
and $111 million term loan C facility and pay related fees and
expenses.

Dura says these transactions are expected to close this month.

Harris Rubinroit at Bloomberg News reports that J.P. Morgan is
arranging the refinancing, citing an unnamed person familiar with
the transaction as his source.

DURA Automotive Systems, Inc. -- http://www.duraauto.com-- is a
leading independent designer and manufacturer of driver control
systems, seating control systems, glass systems, engineered
assemblies, structural door modules and exterior trim systems for
the global automotive and recreation & specialty vehicle
industries.  DURA sells its products to every major North
American, Asian and European automotive original equipment
manufacturer (OEM) and many leading Tier 1 automotive suppliers.
DURA is headquartered in Rochester Hills, Mich.


DURA AUTOMOTIVE: S&P Rates Proposed $115M Second-Lien Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured rating and '1' recovery rating to Dura Operating Corp.'s
proposed $115 million second-lien term loan.  The recovery rating
indicates the strong likelihood of full recovery of principal in
the event of a payment default.

At the same time, the 'B' corporate credit rating of Dura
Automotive Systems Inc., the parent of Dura Operating Corp., was
affirmed.  Rochester Hills, Michigan-based Dura, a manufacturer of
automotive components, has total debt of about $1.2 billion.  The
outlook is negative.

Dura's balance sheet is highly leveraged, and credit protection
measures are weak.

"Although Dura is expected to focus on improving its operating
results and strengthening its balance sheet, the company's credit
statistics will remain weak for at least the next two years," said
Standard & Poor's credit analyst Martin King.  "The ratings could
be lowered if the company fails to improve EBITDA or generate
sufficient free cash flow to reduce debt levels over the next few
years, or sooner if market conditions remain soft and liquidity
becomes more constrained."

Proceeds from the new term loan will be used to fully repay the
company's existing first-lien term loan.  In addition, Dura will
put in place a $175 million asset-backed revolving credit facility
(unrated), replacing its existing $175 secured million first-lien
revolving credit facility.  The new asset-backed loan will have
less restrictive financial covenant requirements, which will
enhance Dura's available liquidity.  Existing ratings on the
first-lien term loan and revolving credit facility will be
withdrawn following the close of the proposed transactions.

Dura is one of the largest manufacturers of automotive cables,
parking-brake mechanisms, transmission-shifter mechanisms, and
complex glass systems.  Its products range in complexity from
commodity-like to highly differentiated in nature.


DYER FABRICS: U.S. Trustee Wants Case Converted or Dismissed
------------------------------------------------------------
The United States Trustee for Region 8 asks the U.S. Bankruptcy
Court for the Western District of Tennessee, Western Division, to
dismiss Dyer Fabrics, Inc.'s chapter 11 case or, in the
alternative, convert it into a chapter 7 liquidation.

According to the U.S. Trustee:

    a) the Debtor hasn't filed a disclosure statement or plan;

    b) the Debtor owes $5,000 in unpaid UST quarterly fees due
       Jan. 31, 2005;

    c) the Debtor's January 2005 monthly operating report hasn't
       been filed;

    d) the figures in the Debtor's February 2005 MOR are highly
       suspicious:

          * the Debtor's total inventory is the same amount which
            appeared on its July 2004 MOR;

          * the total receipt balance ($400,628) doesn't tally
            with the bank account balance schedule ($367,433);

          * the disbursement balance ($364,512) doesn't agree with
            total disbursements amount on the bank account balance
            ($344,435); and

    e) the Debtor's November 2004 and December 2004 inventory are
       the same.

The U.S. Trustee is concerned about the Debtor's inability to
track its own inventory.  Improper monitoring of inventory, the
Trustee stresses, could result in bad pricing.

The U.S. Trustee has also discovered that the Debtor:

     -- is behind in its tax and utility payments,

     -- has cancelled its workers compensation insurance and

     -- had payroll expenses of over $115,000 but sales of
        below $18,000 in August-September 2004.

The U.S. Trustee urges the Court to either convert Dyer's case or
dismiss it in view of the apparent mismanagement of its affairs
and its failure to demonstrate the viability of the business.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc., a
textile wholesaler and manufacturer, filed for chapter 11
protection on July 9, 2004 (Bankr. W.D. Tenn. Case No. 04-30609).
Steven N. Douglas, Esq., at Harris, Shelton, Dunlap represent the
Debtor in its restructuring.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


EAGLEPICHER INC: Files for Chapter 11 Protection in S.D. Ohio
-------------------------------------------------------------
EaglePicher Inc., and several of its affiliates voluntarily filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code with
the United States Bankruptcy Court for the Southern District of
Ohio in Cincinnati, in order to implement their strategic
initiatives and position the company for the future.  EaglePicher
said the filing will facilitate its previously planned divestiture
of a number of its operating units and enable it to more
effectively restructure its business.

In papers filed with the U.S. Bankruptcy Court in the Southern
District of Ohio in Cincinnati, the company said it has received a
commitment for up to $50 million in debtor-in-possession financing
from a group of lenders led by Harris Trust and Savings Bank,
subject to court approval and certain limitations and conditions.
Under the terms of the proposed DIP agreement, EaglePicher's
existing receivables securitization would be replaced and the DIP
would provide the company with substantial additional liquidity.

According to EaglePicher President and CEO Bert Iedema, a number
of factors combined to severely limit both the company's liquidity
and borrowing ability.  "While we would have preferred to
restructure out of court, recent events have deprived us both of
the time and resources to do so," Mr. Iedema said, adding that
continuing deterioration at its Hillsdale automotive unit and high
commodity costs in metal and energy have left the company with
insufficient cash to continue to operate without additional
borrowing.

"Over the past several weeks it has become clear to management
that in order to maximize value for creditors, EaglePicher must
preserve the value of its various operating divisions and, at the
same time, focus the company's resources where they will provide
the greatest return," Mr. Iedema said.  "The company looked at
several alternatives, including various recapitalization and
refinancing options.  However, mounting liquidity problems have
left us with little choice but to file Chapter 11 as a means to
continue to operate while we seek the best and highest offers for
the businesses we decide to sell."

Mr. Iedema said that the company expects day-to-day operations to
continue as usual during the Chapter 11 process.  "We appreciate
the past support of our suppliers and expect that, with the
availability of the DIP financing and the protections afforded
under the Bankruptcy Code, they will have the assurance they need
to continue to work with us going forward."

He added that management has sought authority from the Bankruptcy
Court to pay employees and retirees and continue benefits without
interruption or delay.

"We deeply appreciate the loyalty of our employees, retirees and
customers.  We intend to fulfill our commitments to them without
interruption while we reorganize under court protection.
Moreover, we remain committed to providing our customers with high
quality products, supported by superior customer and technical
service.  Meeting their needs remains our highest priority."

The company's operations outside the United States were not
included in the filing, and there should be no impact whatsoever
on their ability to serve customers, pay employees and fulfill
their financial obligations to suppliers.

EaglePicher Holdings, Inc., is the parent of EaglePicher
Incorporated.  EaglePicher(TM) is a trademark of EaglePicher
Incorporated.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and
marketer of innovative, advanced technology and industrial
products and services for space, defense, environmental,
automotive, medical, filtration, pharmaceutical, nuclear power,
semi-conductor and commercial applications worldwide.  The company
has 4,200 employees and operates more than 30 plants in the U.S.,
Canada, Mexico, Korea, and Germany.  The Company and its debtor-
affiliates filed chapter 11 petitions on April 11, 2005 (Bankr.
S.D. Ohio Case Nos.: 05-12601 through 05-12609).  Stephen D
Lerner, Esq., at Squire, Sanders & Dempsey L.L.P. represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in assets and liabilities.


                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2005,
Standard & Poor's Ratings Services lowered its ratings on Eagle
Picher Inc. and Eagle Picher Holdings Inc., including the
corporate credit ratings to 'CCC+' from 'B-', and kept all ratings
on CreditWatch with negative implications.  The ratings were
originally placed on CreditWatch on Dec. 28, 2004.

The rating action is based on a combination of several factors:

     * Extremely tight liquidity, cash and availability on
       its credit agreement totaled only $11 million at
       March 10, 2005; Forbearance agreement with senior
       lenders expires June 10, 2005;

     * "Going concern" opinion from auditors;

     * Continued challenges associated with its automotive
       supplier businesses;

     * Potential tightening of credit from vendors;

     * Possibility of alternative financing that could
       result in coercive exchange or possible bankruptcy
       filing;

     * Challenges in selling and obtaining sufficient
       proceeds from possible divestitures in a timely
       manner.

"The ratings reflect Eagle Picher's vulnerable business position
and weak financial profile, including extremely tight liquidity
and near-term risk of default," said Standard & Poor's credit
analyst John R. Sico.  Eagle Picher also has operating challenges
because of heavy exposure to the intensely competitive auto
supplier market, including uncertain prospects for production
levels in 2005.


EAGLEPICHER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: EaglePicher Incorporated
             3402 East University Drive
             Phoenix, Arizona 85034

Bankruptcy Case No.: 05-12601

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
EaglePicher Holdings, Inc.                       05-12602
Eagle-Picher Far East, Inc.                      05-12603
EaglePicher Technologies, LLC                    05-12604
EaglePicher Pharmaceutical Services, LLC         05-12605
EaglePicher Filtration & Minerals, Inc.          05-12606
EaglePicher Automotive, Inc.                     05-12607
Daisy Parts, Inc.                                05-12608
Carpenter enterprises Limited                    05-12609

Type of Business: The Debtor  is a diversified manufacturer and
                  marketer of innovative, advanced technology and
                  industrial products for space, defense,
                  automotive, filtration, pharmaceutical,
                  environmental and commercial applications
                  worldwide.  See: http://www.eaglepicher.com/

Chapter 11 Petition Date: April 11, 2005

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug

Debtor's Counsel: Stephen D Lerner, Esq.
                  Squire, Sanders & Dempsey L.L.P.
                  312 Walnut Street
                  Suite 3500
                  Cincinnati, Ohio 45202-4036
                  Tel: 513-361-1200

Estimated Assets: More than $100,000,000

Estimated Debts: More than $100,000,000

A.  Lead Debtor's List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

Worthington Steel Industries  Trade debt              $2,185,475

PROTIVITI                     Trade debt                $580,827

Ashland Distribution          Trade debt                $454,779

Allegheny Rodney              Trade debt                $378,934

GE Silicone Products          Trade debt                $298,620

Excel Polymers(Polyone)       Trade debt                $251,852

Gardner International         Trade debt                $237,328

Aluminum Company of America   Trade debt                $162,804

MEGTEC Systems                Trade debt                $153,385

Chemicals Technologies Inc    Trade debt                $115,773

Xpedx                         Trade debt                $101,936

Suburban Boltm & Supply       Trade debt                 $97,360

Boston Consulting Group       Trade debt                 $95,000

Hexcel Schwebel               Trade debt                 $83,532

Plexus Systems LLC            Trade debt                 $75,751

Ludlow Coated Products        Trade debt                 $75,572

Precision Specialty Metals    Trade debt                 $66,694

B.  Consolidated List of 50 Largest Unsecured Creditors of:

Carpenter Enterprises Limited
Daisy Parts, Inc.
EaglePicher Automotive, Inc.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

Honda of America Mfg. Inc.    Trade debt              $6,788,475

Auburn Foundry, Inc.          Trade debt              $1,329,929

Grede Foundries Inc.          Trade debt              $1,016,947

Osco Industries, Inc.         Trade debt                $571,381

CONTECH                       Trade debt                $498,537

Metal Tech-Dock Foundry       Trade debt                $431,507

Liancheng Metal Prod. Co      Trade debt                $413,865

Nichols Portland Division     Trade debt                $298,430

Belcher Corporation LLC       Trade debt                $295,120

GM of Canada-St. Cath. Pit    Trade debt                $273,144

GKN Sinter Metals-St. Thomas  Trade debt                $267,757

Mosey Manufacturing Co.       Trade debt                $252,790

Paragon Metals, Inc.          Trade debt                $243,039

Excel Polymers                Trade debt                $203,073

Production Saw & Machine      Trade debt                $197,576

Adv.Met.Serv/Dock Foundry     Trade debt                $196,538

Mazak Corp.-North Central     Trade debt                $177,379

Len Industries                Trade debt                $176,258

Textron Automotive Co/CWC     Trade debt                $170,303

Consumers Energy              Trade debt                $161,760

PLASTECH                      Trade debt                $157,526

Xpedx                         Trade debt                $146,582

Houghton International        Trade debt                $142,433

Changchun Huifeng             Trade debt                $141,970

Boehm Pressed Steel Co.       Trade debt                $139,387

Precision Gage Inc.           Trade debt                $133,780

Haggard $ Stock.-Fort Wayne   Trade debt                $130,795

X/Y Tool & Die, Inc.          Trade debt                $130,331

CISCO-CARPENTER IND.SUP.      Trade debt                $128,760

FAG Bearings Limited          Trade debt                $121,257

Metal Tech-Ravenna Casting    Trade debt                $118,531

Cutting Tools-Louis .KY       Trade debt                $117,081

Grede Foundries-St Cloud      Trade debt                $109,212

Indexable Cutting Tools       Trade debt                $103,549

Toledo Tool & Die Co. Inc.    Trade debt                $101,232

Kennametal Inc.               Trade debt                 $99,513

ESK Ceramics                  Trade debt                 $99,360

Nissan Trading Corp., USA     Trade debt                 $98,755

General Electric Capital      Trade debt                 $98,172

Kennametal Inc-Windsor CT     Trade debt                 $94,509

Valenite Inc.                 Trade debt                 $92,167

A.J. Rose Mfg. Co.            Trade debt                 $90,145

Macsteel                      Trade debt                 $84,411

Harris Thomas Ind., Inc.      Trade debt                 $81,146

Trostel                       Trade debt                 $80,762

Grede Foundries-Vassar        Trade debt                 $76,897

Dana Corporation-GV           Trade debt                 $75,887

C. EaglePicher Holdings Inc.'s 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

D. EaglePicher Filtration & Minerals, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

Hood Packaging Corp          Trade debt                 $248,516

Union Pacific Railroad       Trade debt                 $191,074

Fundis Company Inc.           Trade debt                $180,528

George's Shop & Rock          Trade debt                $168,703

FMC Wyoming Corp              Trade debt                $124,535

Bulk-Pack Incorporated        Trade debt                $116,893

Berry-Hinckley Inc            Trade debt                $109,581

Hub Group Associates          Trade debt                $108,562

Werner Enterprises            Trade debt                 $94,629

Exopack, LLC                  Trade debt                 $89,098

Stone Container               Trade debt                 $88,988

GE Capital Rail Service       Trade debt                 $76,568

Temple-Inland                 Trade debt                 $67,583

Schneider National            Trade debt                 $59,705

Ro Market Pallet              Trade debt                 $56,947

Poly-Flex                     Trade debt                 $54,590

Devine Intermodal             Trade debt                 $54,513

E. EaglePicher Pharmaceutical Services, LLC's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

Davos Chemical                Trade debt                $136,393

American Radiolabled          Trade debt                 $37,104
Chemicals

Sigma Aldrich                 Trade debt                 $25,602

Cleary Myers Calibration      Trade debt                 $22,624

Shelton & Sons                Trade debt                 $21,706

Cres Professionals            Trade debt                 $16,000

Environmental Management      Trade debt                 $15,184
Alternatives

City of Harrisonville         Trade debt                 $13,073

Waters Corporation            Trade debt                  $9,267

Oneok Energy Marketing        Trade debt                  $9,222

Fisher Scientific             Trade debt                  $7,995

Missouri Gas Energy           Trade debt                  $7,905

Chemical Abstract             Trade debt                  $6,750

National Fire Suppression     Trade debt                  $4,080

Pharmo Products               Trade debt                  $3,894

Midland Thermal               Trade debt                  $3,417

Allied Refrigeration          Trade debt                  $2,870

F. EaglePicher Far East, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Bank, N.A.        Senior unsecured      $248,200,000
Attn: Jeanie Mar              notes                 Plus
707 Willshire Blvd.,                                interest
17th Floor
Los Angeles, CA 90017

Merrill Lynch Bond Fund,      Senior unsecured      In excess of
Inc.                          notes                  $20,000,000
High Income Portfolio
800 Scudders Mill Rd.,
Area 1 B
Plainsboro, NJ 08536

Tennenbaum Capital            Senior unsecured      In excess of
Partners, LLC                 notes                  $20,000,000
Attn: David A. Hollander
2951 28th St., Ste. 1000
Santa Monica, CA 90405

Japan Business Lease          Trade debt                  $9,935

Tohmatsu Tax Co.              Trade debt                  $9,694

Nissan Financial Service      Trade debt                  $8,414
Co., Ltd.

Ozone Social Insurance        Trade debt                  $5,954
Office

ADECO Co., Ltd.               Trade debt                  $3,904

Nagoya Higashi National       Trade debt                  $3,258
Tax Office

Mitsui Sumitomo               Trade debt                  $2,411
Card Co., Ltd.

Credit Saison Co., Ltd.       Trade debt                  $2,390

Otsuka Shokai Co., Ltd.       Trade debt                    $498

T-NET Co., Ltd.               Trade debt                    $485

KDDI Network & Solutions      Trade debt                    $350

Suginami Ward Office          Trade debt                    $308

Daiei Real Estates Co., Ltd.  Trade debt                    $282

Usen Co., Ltd.                Trade debt                    $213

Federal Express Corporation   Trade debt                    $160

Nippon Telegraph and          Trade debt                    $149
Telephone East Corporation

Nagoya Zebra Bldg.            Trade debt                    $135
Managing Office


EAGLEPICHER: Bankruptcy Filing Spurs S&P Ratings' Tumble to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eagle
Picher Inc. and Eagle Picher Holdings Inc., including the
corporate credit ratings, to 'D' from 'CCC+' and removed all
ratings from CreditWatch where they were placed on Dec. 28, 2004.

"The rating action is due to the company's filing of Chapter 11
bankruptcy protection today," said Standard & Poor's credit
analyst John Sico.  "The filing resulted from several factors,
including extremely tight liquidity, with little cash and
availability on its credit agreement.  We expect to withdraw the
ratings in a few days."

At Nov. 30, 2004, the Phoenix, Ariz.-based industrial manufacturer
had about $426 million of total debt outstanding.

Eagle Picher provides products to the automotive, aerospace,
defense, telecommunications, and pharmaceutical markets.


ELENA NADOLNY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Elena Nadolny
        11 Crest Hollow Lane
        Albertson, New York 11507

Bankruptcy Case No.: 05-82393

Type of Business: The Debtor is a certified hairloc stylist.
                  See
http://www.hairlocs.com/stylistlocator.html#_Click_a_link

Chapter 11 Petition Date: April 11, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Norman M. Mendelson, Esq.
                  Mendelson & Associates PLLC
                  233 East Shore Road, Suite 210
                  Great Neck, New York 11023
                  Tel: (516) 482-8228

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
NYCTL                         Investment property       $207,813
c/o Certilman, Balin,etal     in Brooklyn, NY
90 Merrick Avenue             3285 & 3287 Fulton
East Meadow, NY 11554         Street, Brooklyn, NY

Marcella Nadolny              Personal loan              $10,000
931 Palm View Drive
Naples, FL 34110

Macy's                        Credit card purchases         $900
4605 Duke Drive
Mason, OH 45040

Cablevision                   Services                      $400
One Media Crossways Drive
Woodbury, NY 11797

IRS Special Procedures                                        $0
625 Fulton Street
10 Metro Tech Center
Brooklyn, NY 11212


EMPIRE FINANCIAL: Losses & Deficit Trigger Going Concern Doubt
--------------------------------------------------------------
Empire Financial Holding Company (Amex: EFH), a financial
brokerage services firm serving retail and institutional clients,
reported financial results for the fourth quarter and the year
ended December 31, 2004.  For the year ended December 31, 2004,
the Company reported an increase in revenues from operations of
24% to $21.6 million.  Net loss from operations for 2004 was
$1.6 million compared to a net loss from continuing operations of
$1.9 million, or $0.41 per basic and diluted share, for 2003.

President Donald A. Wojnowski Jr. stated, "We believe that the
continued execution of our business plan and an improved business
environment will yield positive results during 2005 through
expansion of our market making and order execution services, as
well as increasing our independent registered representatives.  In
addition, with the expected closing of the transaction announced
last month between Empire Financial and EFH Partners, LLC, the
Company will have greater financial resources to implement its
business plan."

                       Financial Condition

The Company's net loss for 2004 included costs related to pending
regulatory investigations, severance agreements with former
executives and employees, the relocation of the Company's
principal offices and losses related to the disruption of our
business from severe weather conditions that occurred in Central
Florida.  The Company's net loss resulted in an increase in
stockholders' deficit from $0.8 million as of December 31, 2003,
to a stockholders deficit of $1.9 million as of December 31, 2004.

                       Going Concern Doubt

The audit report contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2004, and December 31,
2003, contains an explanatory paragraph that raises substantial
doubt about the Company's ability to continue as a going concern,
because the Company had substantial losses from operations during
2004 and 2003, had a stockholders' deficit as of December 31,
2004, of $1.9 million and has uncertainties in connection with
ongoing regulatory investigations.

Assuming that the previously announced agreement between Empire
Financial and EFH Partners, LLC and the other related agreements
are consummated, the Company anticipates that it will eliminate
its stockholders' deficit and have positive stockholders' equity.

                        Financial Results

Total revenues from operations for the three months ended
December 31, 2004 increased 31% to $6.4 million from $4.9 million
reported for the same period in 2003.  Total operating expenses
from operations for the three months ended December 31, 2004
increased 33% to $6.8 million from $5.1 million reported for the
same period in 2003.  The Company reported a net loss of
$0.4 million, from operations for the fourth quarter ended
December 31, 2004 compared with a net loss from continuing
operations of $0.2 million, or $0.05 per basic and diluted share,
reported for the same period in 2003.

Total revenues from operations for the year ended December 31,
2004 increased 24% to $21.6 million from $17.4 million reported
for the same period in 2003.  Total operating expenses from
operations for the year ended December 31, 2004 increased 20% to
$23.2 million from $19.3 million reported for the same period in
2003.  The Company reported a net loss of $1.6 million, or $0.50
per share, from operations for the year ended December 31, 2004
compared with a net loss from continuing operations of $1.9
million, or $0.41 per basic and diluted share, for the year ended
December 31, 2003.

                        About the Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

At Dec. 31, 2004, Empire Financial's balance sheet showed a
$1,897,607 stockholders' deficit.


ENRON CORP: Reorganized EPMI Wants to Amend Mediation Order
-----------------------------------------------------------
On March 20, 2003, the U.S. Bankruptcy Court for the Southern
District of New York entered an order governing mediation of
trading cases.  The Mediation Order expressly applied to three
adversary cases filed by Enron Power Marketing, Inc., against:

    * Santa Clara;
    * Public Utility District No. 1 of Snohomish County; and
    * Valley Electric Association, Inc.

Subsequently, EPMI filed another adversary case against
Metropolitan Water District, which became subject to the
Mediation Order.

On March 11, 2005, the Federal Energy Regulatory Commission
entered an "Order for Clarification" in what is known as the
Partnership and Gaming Proceeding.  The Clarification Order
potentially permits four counterparties to trading contracts with
EPMI to have the FERC determine whether the termination payments
owed pursuant to the terms of those contracts should be paid.
Each of the four counterparties and each of the trading contracts
is also the subject of the four adversary cases covered by the
Mediation Order.

By this motion, Reorganized EPMI seeks to redress an inequitable
and unanticipated litigation imbalance resulting from the four
proceedings involving the four trading contract counterparties
before the FERC.

The Mediation Order stays EPMI, as well as all other Reorganized
Debtor parties and counterparties, from advancing the trading
case adversary proceedings in the Court.  However, Edward A.
Smith, Esq., at Cadwalader, Wickersham & Taft, in New York,
points out, the four counterparties are freely conducting one-
sided litigation at the FERC.  The FERC litigation could both
determine issues that should properly be decided by the Court in
the adversary proceedings and infringe on the exclusive
jurisdiction of the Court over the Reorganized Debtors' estates,
Mr. Smith says.

When the Court established a mediation process and stayed all
pending litigation related to the trading cases in 2003, Mr.
Smith explains that it intended to divert the parties' energies
and attention to dispute resolution and away from litigation.
"The regime did not anticipate that substantial litigation on
precisely the same issues as those presented in the trading cases
would be proceeding in other fora."

EPMI believes that ideally, apart from mediation, there would
have been no litigation activity related to the trading cases.
"But suspending litigation in the Bankruptcy Court -- while
litigation instituted by the counterparties proceeds hammer and
tong at [the] FERC -- creates an imbalance that prejudices the
movants, undermines the mediation process and undercuts [the]
Court's jurisdiction," Mr. Smith argues.

Accordingly, EPMI asks the Court to amend the Mediation Order to
permit the four trading adversary proceedings to proceed in the
Court unencumbered by any stay, while also permitting the
mediation process to continue.

The amendment, Mr. Smith says, would allow the prospect for a
mediated settlement to remain alive, allow EPMI to protect its
rights as a Reorganized Debtor and protect the Court's
jurisdiction in light of the competing proceedings at the FERC.

Mr. Smith clarifies that EPMI specifically does not ask the Court
to terminate the mediation process.  Rather, EPMI is prepared to
continue to attempt resolution of all matters with the four
counterparties through mediation.

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: Wants Center for Claims Resolution Settlement OK'd
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
proposed compromise and settlement between:

    (a) Debtors Federal-Mogul Corporation, T&N Limited, Gasket
        Holdings, Inc., and Ferodo America, Inc.; certain other
        Plan Proponents; Safeco Insurance Company of America,
        Travelers Casualty and Surety Company of America,
        National Fire Insurance Company of Hartford, and
        Continental Casualty Company; and

    (b) the Center for Claims Resolution, Inc., and CCR members
        Amchem Products, Inc., Certainteed Corp., Dana Corp., I.U.
        North America, Inc., Maremont Corp., National Service
        Industries, Inc., Nosroc Corp., Pfizer, Inc., and Union
        Carbide Corp.,

on the terms and conditions set forth in a Surety Claims
Settlement Agreement approved by the Bankruptcy Court on
March 16, 2005.

A full-text copy of the Settlement Agreement is available at no
charge at http://bankrupt.com/misc/CCRSettlement.pdf

                       The CCR Litigation

Before the Petition Date, Debtors T&N Limited, Gasket Holdings,
and Ferodo America were members of the CCR.  The CCR entered into
a series of settlements or protocols for settlements of asbestos
personal injury and wrongful death claims on behalf of CCR's then
existing members, including the three Debtors.

As of the Petition Date, the Debtors' obligations under certain
CCR Settlements or Protocols remained unfunded or only partially
funded.  As a result of the Debtors' failure to pay their shares
of the required settlement amounts, asbestos personal injury
claimants who are parties to the CCR Settlements or Protocols
asserted their unsatisfied claims against CCR and other CCR
members to recover the portions of the settlement consideration
attributable to the Debtors.

In December 2000, pursuant to Federal-Mogul's request, the
Sureties issued performance bonds aggregating $250 million on
behalf of T&N Limited, Gasket Holdings, and Ferodo America, in
favor of the CCR.  As of the Petition Date, the aggregate penal
amount of the Bonds was reduced to $225 million.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, relates that the
CCR Debtors subsequently terminated their memberships in 2001.
Notwithstanding the terminations and the commencement of the
Chapter 11 cases, the CCR notified the Debtors and made demands
on the Sureties postpetition for a $183 million payment under the
Bonds.  As a result, the Debtors, T&N Limited, Gasket Holdings
and Ferodo America commenced an adversary proceeding against the
CCR and the Sureties in order to prevent a draw on the Bonds
until the Court could determine all disputes relating to the
CCR's entitlement to payment under the Bonds.

The District Court consolidated the CCR Litigation with similar
adversary proceedings that were filed in the Delaware Chapter 11
cases of Armstrong World Industries and U.S. Gypsum.

As of March 21, 2005, no final judgment has been entered in the
CCR Litigation.

The Creditors Committee commenced a preference action against the
CCR in the Debtors' cases.  The CCR disputes the Creditors
Committee's allegations in the Preference Action.  The Preference
Action is now awaiting trial.

The CCR and the CCR Members subsequently asserted 27 claims
against the Debtors.

As a result of extensive arm's-length negotiations, the parties
have settled:

    -- their disputes and differences regarding the CCR's
       entitlement to draw on the Bonds,

    -- their rights and obligations with respect to the CCR Surety
       Bonds,

    -- the cancellation and discharge of the Bonds, and

    -- all other claims, counterclaims, cross-claims, and defenses
       asserted or capable of being asserted in or related to the
       CCR Litigation as well as the Preference Action.

                         The CCR Settlement

Together, the Surety Claims Settlement approved on March 16,
2005, and the CCR Settlement will settle $183 million in claims
against the Debtors and their estates for $29 million, to be
advanced and paid by the Sureties.  The Debtors will repay the
Settlement Amount over time.

The proposed CCR Settlement will resolve the CCR Litigation
without further expenditure of the Debtors' estate resources, and
without the risk of potential adverse determinations by the trial
court or appellate courts.

The salient terms of the CCR Settlement Agreement are:

A. Payment of Settlement Amount

    The CCR will be paid $29.0 million in full, complete and final
    settlement and discharge of all claims held by it against the
    Debtors and their estates, and the Sureties.

    The Settlement Amount will be paid directly by the Sureties to
    the CCR:

    a. The Settlement Amount will be paid on the later of:

       (1) May 2, 2005; or

       (2) the third business day after the Settlement Effective
           Date -- that is when both orders approving the Surety
           Settlement and the CCR Settlement have become final and
           non-appealable;

    b. The Settlement Amount will be funded by the Sureties based
       on their liability under the Bonds:

             Surety                     Liability
             ------                     ---------
             Safeco Insurance             30%
             National Fire Insurance      30%
             Travelers                    40%

       Twenty percent of Travelers' liability is in its capacity
       as successor-in-interest to Reliance Insurance Company.

       Each Surety will have a claim for indemnification against
       the Debtors and certain of their affiliates resulting from
       the payment of the Settlement Amount, in accordance with
       the terms of the Contract of Indemnity under the Surety
       Claims Settlement, relating to each Bond; and

    c. The Sureties will wire transfer the Settlement Amount to
       the CCR into a separate trust account established and
       maintained by the CCR for the sole purpose of administering
       settlement proceeds.

B. Cancellation of Bonds

    When the Settlement Amount has been funded into the Trust
    Account, the Bonds are deemed cancelled, and the Sureties will
    have no further obligations under the Bonds.

C. Disbursements from Trust Amount

    The CCR is entitled to withdraw portions of the Settlement
    Amount from the Trust Account from time to time, and to
    disburse and apply the settlement proceeds.

D. Dismissal of Pending Actions

    The CCR Litigation, the Preference Action, and any and all
    claims asserted or capable of being asserted will be dismissed
    with prejudice.

E. Withdrawal of CCR Proofs of Claim

    Each of the CCR Proofs of Claim is deemed withdrawn with
    prejudice.

F. Waiver of Confirmation Objections

    The CCR and the CCR Members will be deemed to have waived and
    released any objections to confirmation of the Plan that have
    been filed or could be filed by the CCR or the CCR Members.

The Court will convene a hearing on April 12, 2005, to consider
the Debtors' request.

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


FIRST REPUBLIC: Fitch Affirms BB+ Rating on Two Bank Loans
----------------------------------------------------------
Fitch Ratings has affirmed First Republic Bank issues:

   Series 2000-FRB1

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AAA';
      -- Class B-3 affirmed at 'AA';
      -- Class B-4 affirmed at 'A';
      -- Class B-5 affirmed at 'BB+'.

   Series 2000-FRB2

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA+';
      -- Class B-3 affirmed at 'AA';
      -- Class B-4 affirmed at 'A';
      -- Class B-5 affirmed at 'BB+'.

The affirmations, affecting approximately $206 million of
outstanding certificates, are being taken as a result of pool
performance and credit enhancement -- CE -- consistent with
expectations.

As of the March distribution date, the CE for classes A, B-1, B-2,
B-3, B-4, and B-5 from series 2000-FRB1 are more than twice their
original levels.  In addition, there have been no losses incurred,
currently no loans are delinquent, and over 80% of the collateral
balance has paid down.  The mortgage pool consists of negative
amortizing COFI adjustable-rate mortgages, and fully amortizing
LIBOR, CMT, and prime-based adjustable-rate, first lien, one- to
four-family residential mortgages.

The current CE levels for classes A, B-1, B-2, B-3, B-4, and B-5
from series 2000-FRB2 are more than double their original levels.
As of the March distribution date, over 50% of the original
collateral balance has paid down, and there have been no losses to
the certificates.  In addition, there are no delinquent loans.
The mortgage pool consists of fully amortizing COFI, LIBOR, CMT,
and prime-based adjustable-rate, first lien, one- to four-family
residential mortgage loans.

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


FLINTKOTE CO: Wants Exclusive Period Extended Until August 30
-------------------------------------------------------------
The Flintkote Company and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware for an extension,
through and including Aug. 30, 2005, of the time within which they
alone can file a chapter 11 plan.  The Debtors also ask the Court
for more time to solicit acceptances of that plan from their
creditors, through Oct. 29, 2005.

The Debtors explain that they are defendants in approximately
155,000 asbestos related personal injury claims pending in various
jurisdictions in the U.S. and Canada.

The Debtors give the Court four reasons militating in favor of
their request for more time to file a chapter 11 plan without
interference from other parties in interest:

   a) to give the Debtors, the Creditors Committee and the Futures
      Representative for Asbestos Claimants more time to pursue
      negotiations with various insurers regarding potential
      coverage settlements and to properly assess the Debtors'
      liabilities and propose a fair and equitable treatment for
      those liabilities in the proposed joint plan of
      reorganization;

   b) the Creditors Committee and the Futures Representative are
      still in the process of retaining their respective experts
      to evaluate the current and future asbestos-related personal
      injury liabilities against the Debtors, and the Debtors are
      continuing to provide historical claims to the Committee and
      the Futures Representative to allow them to perform their
      respective analysis;

   c) the Debtors are still in the process of assessing and
      reviewing all non-Asbestos Personal Injury Claims filed in
      the U.S. and Canada, and they are also paying all
      postpetition obligations as they become due; and

   d) the Debtors, the Creditors Committee and the Futures
      Representative are working consensually to formulate a joint
      plan that addresses all of the Debtors' liabilities.

The Court will convene a hearing at 8:45 a.m., on April 25, 2005,
to consider the merits of the Debtors' request.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliates
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


FLINTKOTE CO: Wants Until August 30 to Remove Civil Actions
-----------------------------------------------------------
The Flintkote Company and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware for an extension,
through and including Aug. 30, 2005, to file notices of removal
with respect to prepetition civil actions pursuant to 28 U.S.C.
Section 1452 and Rules 9006 and Rules 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors explain they are defendants in numerous prepetition
asbestos-related personal injury actions, as well as a limited
number of other prepetition actions unrelated to asbestos.

The Debtors present three reasons in support of their request:

   a) the Debtors in consultation with the Creditors Committee and
      the Futures Representative for Asbestos Claimants may find
      it appropriate and beneficial to remove certain of the
      Prepetition Actions to the federal courts, but the Debtors
      and their creditor constituencies have not yet completed
      their analysis of that proposal;

   b) the Debtors, the Creditors Committee and the Futures
      Representative are still in the process of working together
      in formulating a consensual joint plan of reorganization
      that will address all the Debtors liabilities; and

   c) the requested extension of the removal period will not
      prejudice the Debtors' adversaries and other parties in
      interest in the Civil Actions.

The Court will convene a hearing at 8:45 a.m., on April 25, 2005,
to consider the merits of the Debtors' request.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliates
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


GE CAPITAL: Moody's Junks $4.23 Million Class M Certificates
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
eleven classes of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-1 as:

   -- Class A-1, $127,487,263, Fixed, affirmed at Aaa;
   -- Class A-2, $703,045,000, Fixed, affirmed at Aaa;
   -- Class X-1, Notional, affirmed at Aaa;
   -- Class X-2, Notional, affirmed at Aaa;
   -- Class B, $45,157,000, Fixed, upgraded to Aaa from Aa2;
   -- Class C, $49,390,000, Fixed, upgraded to A1 from A2;
   -- Class D, $15,523,000, Fixed, upgraded to A2 from A3;
   -- Class E, $15,522,000, Fixed, affirmed at Baa1;
   -- Class F, $15,523,000, Fixed, affirmed at Baa2;
   -- Class G, $14,112,000, Fixed, affirmed at Baa3;
   -- Class H, $25,400,000, Fixed, affirmed at Ba1;
   -- Class I, $18,345,000, Fixed, affirmed at Ba2;
   -- Class J, $9,878,000, Fixed, affirmed at Ba3;
   -- Class K, $9,878,000, Fixed, affirmed at B1;
   -- Class L, $14,112,000, Fixed, downgraded to B3 from B2; and
   -- Class M, $4,233,000, Fixed, downgraded to Caa1 from B3.

As of the March 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 4.0% to
$1.083 billion from $1.129 billion at securitization.  The
Certificates are collateralized by 150 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 4.4% of the pool, with the top ten loans
representing 27.3% of the pool.  The pool includes two investment
grade shadow rated loans representing 7.3% of the pool.  Three
loans, representing 1.6% of the pool, have defeased and have been
replaced with U.S. Government securities.  One loan has been
liquidated from the trust resulting in a realized loss of
approximately $1.1 million.

Three loans, representing 2.4% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $5.9 million for all of the specially serviced
loans.

Moody's was provided with year-end 2003 operating results for
100.0% of the performing loans and partial year 2004 operating
results for 66.0% of the performing loans.  Moody's loan to value
ratio for the conduit component is 88.6%, compared to 89.2% at
securitization.  The upgrade of Classes B, C and D is primarily
due to stable overall pool performance and increased subordination
levels.  The downgrade of Classes L and M is due to realized and
projected losses from specially serviced loans and LTV dispersion.
Based on Moody's analysis, 9.5% of the conduit pool has a LTV
greater than 100.0%, compared to 0.0% at securitization.  Thirteen
loans, representing 9.7% of the conduit pool, have debt service
coverage ratios of 0.9x or less based on the borrowers' reported
operating performance and the actual constant.

The largest shadow rated loan is the 59 Maiden Lane Loan
($48.0 million - 4.4%), which is secured by a 1.1 million square
foot Class B office building located in the financial district
sub-market of New York, New York.  The building is 97.0% occupied
as of September 2004, compared to 87.0% at securitization.
Approximately 25.0% of the building is occupied by several of New
York City and New York State government agencies under leases
expiring in 2020.  The loan is shadow rated Aaa, the same as at
securitization.

The second shadow rated loan is the EII Portfolio Loan
($31.2 million - 2.9%), which is secured by seven limited service
hotels operating as Hampton Inn (5), Comfort Inn (1) and Homewood
Suites (1).  The hotels total 579 rooms.  The portfolio's
performance has declined since securitization largely due to
increased expenses.  Overall occupancy and RevPAR for 2004 were
65.0% and $52.16, compared to 66.8% and $54.03 at securitization.
The loan is shadow rated Baa2, compared to Baa1 at securitization.

The top three conduit loan exposures represent 9.5% of the
outstanding pool balance.  The largest conduit loan is the Long
Wharf Maritime Center I Loan ($36.1 million - 3.3%), which is
secured by a 416,000 square foot Class A office building located
in the harbor area immediately south of downtown New Haven,
Connecticut.  The property has maintained 98.0% occupancy since
securitization.  The major tenant is SBC Communications, Inc.
(58.0% NRA; expiration January 2008).  Moody's LTV is 83.6%,
compared to 91.0% at securitization.

The second largest conduit exposure is the Synergy Business Park I
and II Loans ($34.1 million -- 3.2%), which consists of two cross
collateralized loans secured by eight multi-tenanted office
buildings located in an office park in Columbia, South Carolina.
The portfolio's performance has declined since securitization due
to a decline in occupancy.  The portfolio's overall occupancy is
79.2%, compared to 92.0% at securitization.  Moody's LTV is 97.2%,
compared to 91.9% at securitization.

The third largest conduit loan is the 818 West Seventh Street Loan
($32.5 million - 3.0%), which is secured by a 378,000 square foot
office building located in downtown Los Angeles, California.  The
property is largely tenanted by technology related tenants.  The
largest tenant is Level C Communications, which occupies 75,000
square feet under a lease expiring in January 2008.  The property
is 89.3% occupied, compared to 100.0% at securitization.  Moody's
LTV is 82.9%, compared to 86.5% at securitization.

The pool's collateral is a mix of:

   * office (42.3%);
   * retail (26.0%);
   * multifamily (16.4%);
   * industrial;
   * self storage (7.6%);
   * lodging (6.1%); and
   * U.S. Government securities (1.6%).

The collateral properties are located in 35 states, the District
of Columbia and Puerto Rico.

The highest state concentrations are:

   * California (19.9%);
   * Florida (9.2%);
   * Texas (7.8%);
   *  New York (7.7%); and
   * Georgia (6.4%).

All of the loans are fixed rate.


GLYCOGENESYS INC: Losses & Deficits Trigger Going Concern Doubt
---------------------------------------------------------------
GlycoGenesys, Inc. (NASDAQ:GLGS) reported results from its
recently filed Form 10-K for the year-ended December 31, 2004.

The net loss applicable to common stock for the years ended
December 31, 2004, and 2003 was $10,582,301, and $8,048,682
respectively.  The loss applicable to common stock for the years
ended December 31, 2004, and 2003, included a $457,585 and
$426,481 charge for the accretion of dividends on Series B
preferred stock, respectively.

"The full year loss increased by approximately $2.5 million in
2004 compared to 2003, excluding the accretion of preferred stock
dividends.  This increase was primarily attributable to higher
legal, consulting, payroll, GCS-100LE production, clinical trial,
public and investor relations and preclinical expenses.  These
expense increases were partially offset by a reduction in expenses
for the agriculture area as the Elexa product line was sold and
the development of Bb447 was terminated during 2004.  During 2004,
we made preparations for several new clinical trials, the first of
which was initiated just recently in March," stated John W. Burns,
Senior Vice President and Chief Financial Officer of GlycoGenesys,
Inc.

Mr. Burns added that, "In 2004 we raised $8.5 million and in March
2005 we closed on $1.9 million in net proceeds from new and
existing institutional and accredited investors.  In addition, we
received commitments to close on an additional $4.2 million in net
proceeds subject to shareholder approval, a meeting for which is
scheduled on May 10, 2005.  At this meeting, the Board of
Directors has recommended shareholders vote for the necessary
approvals required by Nasdaq for us to close on the $4.2 million
tranche.  These funds will provide us the capital to fund
operations through the third quarter.  We are committed to
consummating a strategic alliance or partnership with a larger
biotech or pharmaceutical company by then, aimed in part toward
securing the resources to develop GCS-100LE without the dilution
shareholders have experienced in the past."

                       Going Concern Doubt

Deloitte & Touche LLP issued their report dated March 29, 2005,
that includes an explanatory paragraph relating to the Company's
ability to continue as a going concern stating that the Company's
recurring losses from operations, accumulated deficit of
$94.5 million as of Dec. 31, 2004, and the Company's expectation
that it will incur substantial additional operating costs for the
foreseeable future, including costs related to ongoing research
and development activities, preclinical studies and clinical
trials, among other things, raise substantial doubt about
glycoGenesys' ability to continue as a going concern.  The Company
received a similar opinion from its independent auditors for the
past four years.

                     About GlycoGenesys, Inc.

GlycoGenesys, Inc. -- http://www.glycogenesys.com/-- is a
biotechnology company focused on carbohydrate-based drug
development.  The Company currently is conducting a Phase I dose
escalation trial of GCS-100LE, a unique compound to treat cancer,
in patients with solid tumors at Sharp Memorial Hospital, Clinical
Oncology Research in San Diego, California and the Arizona Cancer
Center at Tucson and at Scottsdale, Arizona.  In addition, the
Company is conducting a Phase I/II dose escalation trial of GCS-
100LE in multiple myeloma at the Dana-Farber Cancer Institute in
Boston, Massachusetts.  Further clinical trials are planned for
2005.  The Company's headquarters are located in Boston,
Massachusetts with a laboratory in Cambridge, Massachusetts.


GMAC: Fitch Holds Junk & Default Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C2:

   -- $83.2 million class A-1 'AAA';
   -- $485.5 million class A-2 'AAA';
   -- Interest only classes X 'AAA';
   -- $31 million class B 'AA';
   -- $28 million class C 'A';
   -- $10.6 million class D 'A-';
   -- $19.3 million class E 'BBB';
   -- $9.7 million class F 'BBB-';
   -- $4.8 million class M remains 'C';
   -- $4.1 million class N remains 'D'.

Fitch does not rate classes G, H, J, K, L, and O certificates.

The rating affirmations reflect the consistent loan performance
and scheduled amortization of the pool's collateral balances.  As
of the March 2005 distribution date, the pool's aggregate
certificate balance has been reduced 17.22% to $723.2 million from
$773.7 million at issuance.  There are 125 mortgage loans
remaining in the transaction.

Currently, seven loans (6.6%) are in special servicing.  The
largest loan (2.5%) is secured by a 363,562 square feet -- sf --
office property located in Corpus Christi, Texas.  The loan
initially transferred to special servicing when the borrower
failed to make debt service payments.  The property became REO in
September 2004.  A listing broker has been hired to market the
property and a number of unsolicited offers have been received.
Losses are possible from the disposition of this asset.

The second largest loan in special servicing is secured by a
188,981 sf retail property in Meriden, Conn.  The loan transferred
to the special servicer when Ames, the property's anchor tenant,
rejected its lease after filing for bankruptcy, significantly
reducing occupancy to 47%.  The special servicer and the borrower
are currently in negotiations for a possible workout.  Fitch is
closely monitoring the resolution of this loan.

The Fitch expected losses on specially serviced loans are expected
to significantly impact the principal balance of class M.


HUFFY CORP: Has Until June 17 to File Chapter 11 Plan
-----------------------------------------------------
Huffy Corp. and its debtor-affiliates sought and obtained an
extension from the U.S. Bankruptcy Court for the Southern District
of Ohio, Western Division, of the time in which they alone can
file a chapter 11 plan.

The Debtors explain that due to the complexity and size of their
businesses, they need more time to formulate a viable plan.  The
Debtors want their plan to take into account the best interest of
all parties-in-interest.

The Court notes that the Debtors' have made good progress in their
restructuring through the:

      * successful sale of non-core bulk inventory;
      * successful sale of non-core business lines; and
      * review of their license agreement with various licensors.

The Court gives the Debtors until June 17, 2005, to file a plan
and until August 16, 2005, to solicit acceptances of that plan.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUGHES NETWORK: Various Concerns Cue S&P to Assign Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to satellite services provider Hughes Network
Systems LLC.  The rating outlook is stable.

At the same time, a 'B-' rating was assigned to the company's
proposed $325 million senior unsecured notes due 2013, offered
under Rule 144A with registration rights.  The senior unsecured
debt rating is one notch lower than the corporate credit rating,
recognizing potential significant priority obligations represented
by substantial satellite transponder operating leases.

In addition, a 'BB-' bank loan rating was assigned to HNS's
proposed $50 million six-year senior secured revolving credit
facility, which will be undrawn at transaction closing.  A
recovery rating of '1' also was assigned to the revolver,
indicating a high expectation for full recovery of principal in
the event of a payment default.

Senior note proceeds plus $50 million cash equity from SkyTerra
Communications Inc. will be used to finance SkyTerra's $255.9
million cash purchase of 50% of HNS from its current 100% owner,
The DIRECTV Group Inc.  DIRECTV will retain a 50% stake in HNS.
Remaining proceeds will provide $99 million in balance sheet cash
and pay transaction expenses.  SkyTerra is controlled by
investment firm Apollo Management L.P. and will manage HNS.

According to Standard & Poor's credit analyst Eric Geil, the
ratings reflect:

      (1) competitive telecommunications industry conditions
          characterized by declining pricing;

      (2) mature revenue prospects for core enterprise services;

      (3) uncertain growth potential for small business and
          consumer applications given rising competition from
          faster, more economical phone and cable TV company
          data alternatives;

      (4) a leveraged financial profile from acquisition-related
          debt;

      (5) low profitability compared with other telecommunications
          companies;

      (6) a lack of near-term discretionary cash flow generation
          due to capital expenditures needed to complete the
          Spaceway broadband satellite project, as well as
          associated operating risk; and

      (7) potential satellite failure risk.

Tempering factors include:

      (1) HNS's leading position in the very small aperture
          terminal (VSAT) industry;

      (2) a degree of revenue stability from three- to five-year
          contracts with large enterprise customers;

      (3) VSAT technology's ability to provide economical, quickly
          deployable, ubiquitous, point-to-multipoint
          connectivity, which partly buffers competitive
          pressure from terrestrial networks; and

      (4) good customer and geographic diversity.


INTERMET CORP: Workers' Union Loses Hope of Keeping Decatur Open
----------------------------------------------------------------
As previously reported, Intermet Corporation announced its
intention to close its ductile-iron foundry in Decatur, Illinois.

Company representatives met with three members of Local 6-728 of
the Paper, Allied-Industrial, Chemical & Energy Workers
International Union, which represents hourly employees at the
plant, to discuss the closure, Tony Reid at the Herald & Review
reports.

Mr. Reid relates that the union negotiating team came to a meeting
at the Wingate Inn in Forsyth ready to negotiate and make
concessions.  But, they were told by Intermet's representatives
that what the plant needs is $50 million in sales.  The Union's
concluded that the plant is doomed and there is nothing the union
can do to save it, Mr. Reid reports.

The Intermet Decatur Foundry currently has 320 active employees.
The Decatur Foundry is scheduled to close on December 31, 2005.

"All they wanted to talk about was closing the plant," Union
president Robert Swinehart told Mr. Reid.  "They stated that when
they first came in; they have no interest in keeping the Decatur
plant open."

A stenographer the union hired to record the discussions was asked
to leave by Intermet representatives, Mr. Reid relates.  And Julie
Moore, Central Region manager for the Illinois Department of
Commerce and Economic Opportunity, was asked by Intermet people to
wait in the hotel's lobby.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www.intermet.com/-- provides machining and tooling
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.


INTERSTATE BAKERIES: Gets Court OK to Hire ATL as Tax Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to employ Assessment Technologies Ltd., as their
property tax consultant.

As the Debtors' tax consultant, Assessment Technologies will:

   (a) review targeted tax assessments on the Debtors'
       properties, including supporting data, calculations and
       assumptions produced by the appropriate appraisal or
       assessing authority, together with information provided by
       the Debtors;

   (b) represent the Debtors before appropriate tax assessing,
       collecting and court authorities using reasonable,
       appropriate and available means to adjust the assessment,
       unclaimed tax or claimed tax amount; and

   (c) use local, state or federal remedies available.

The Debtors will pay the firm 35% of all Net Tax Savings received
for each tax year, payable within 45 days of the later of:

         (i) the invoice date;

        (ii) Court approval of the fees; or

       (iii) the date the Debtors realize the cash equivalent
             receipt of sufficient Tax Savings to satisfy, in
             whole or part, the amount invoiced.

The Debtors will reimburse Assessment Technologies for all
reasonable and customary special property tax counsel legal fees,
third party appraisal fees, travel expenses and any other fees
incurred by the firm in pursuing Tax Savings, at cost out of the
first dollars of Tax Savings.  The Debtors have authorized an
initial budget of $250,000 for all Reimbursable Expenses.

James F. Hausman, Jr., a Partner and President of Assessment
Technologies, assures the Court that the firm's principals and
professionals:

   -- do not have any connection with the Debtors, their
      creditors, or any other party-in-interest, or their
      attorneys or accountants;

   -- are "disinterested persons" under Section 101(14) of the
      Bankruptcy Code, as modified by Section 1107(b); and

   -- do not hold or represent an interest adverse to the
      Debtors' estate.

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

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


J.C. PENNEY: Fitch Assigns BB+ Rating to New $1.2 Bil. Bank Loan
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to J. C. Penney Co.,
Inc.'s new $1.2 billion senior unsecured bank facility and has
withdrawn the 'BBB-' rating on the company's $1.5 billion senior
secured bank facility, which has now been replaced.  The Rating
Outlook is Positive.  Fitch rates Penney's existing senior
unsecured notes 'BB+'.  Approximately $3.9 billion of debt is
currently outstanding.

Penney's new $1.2 billion bank facility is unsecured, ranking pari
passu with the company's existing senior unsecured debt, and
replaces the company's $1.5 billion secured facility that was due
to mature in May 2005.  The facility may be used for general
corporate purposes, including letters of credit.

The ratings consider Penney's strong liquidity, with $4.7 billion
of cash as of Jan. 29, 2005, its substantial reduction in
leverage, and progress with the turnaround at the department
stores, as well as the competitive retail environment and the
company's longer term ability to sustain sales and profitability
improvements.  The Positive Rating Outlook reflects Penney's solid
operating momentum and the expectation for further reductions in
leverage.  As the company manages down its excess liquidity
through debt reduction and share repurchases, Fitch expects
financial leverage will continue to decline in 2005.


J.CREW GROUP: Jan. 29 Balance Sheet Upside-Down by $581 Million
---------------------------------------------------------------
J.Crew Group, Inc., reported its preliminary financial results for
the fourth quarter and fiscal year ended Jan. 29, 2005.

Millard Drexler, Chairman and CEO, said, "We are pleased with both
our fourth quarter and full year results.  Our obsessive focus on
quality, style and design along with endless attention to our
customers' needs, is reflected in J.Crew's performance."

                     Fourth Quarter Results

Consolidated revenues for the thirteen weeks ended January 29,
2005 were $264 million, an increase of 26% from the same period
last year.  Retail sales (including Factory) for the quarter
increased to $183 million from $154 million last year with
comparable store sales up 17%.  Revenues of the Direct business
(Internet and catalog) increased by 47% to $72 million from
$49 million last year.

Gross margin for the fourth quarter of 2004 was 39%, comparable to
last year.

Selling, general and administrative expenses during the quarter
were $82 million, or 31% of revenues, compared to $80 million, or
38% of revenues in the prior year.  The decrease as a percentage
of revenues was driven primarily by operating leverage due to the
significant increase in comparable store sales.

Operating income increased to $20 million, an increase of
$19 million over the corresponding period in fiscal 2003.

During the fourth quarter, the Company redeemed $319 million of
its long-term debt consisting of $150 million of 10-3/8% Senior
Subordinated Notes due 2007 and $169 million of 16% Senior
Discount Contingent Principal Notes due 2008.  Funds used for the
redemption consisted of $275 million in new term loans borrowed by
the Company and internally available funds.  The new term loans
were subsequently converted into equivalent 9-3/4% Senior
Subordinated Notes due in 2014.  These transactions will reduce
annual interest expense by $16 million in 2005.  As a result of
these transactions, the Company recognized a loss of $50 million
resulting from early redemption fees, and the write-off of
unamortized debt issuance discount and related fees.

Net loss for the fourth quarter was $52 million (including the
$50 million loss from the debt refinancing) compared to a loss of
$20 million last year.  Adjusted for the loss on debt refinancing,
the fourth quarter net loss would have been $2 million, an
$18 million decrease in the loss over the fourth quarter last
year.

                        Full Year Results

For the full year, consolidated revenues increased 17% to
$804 million from $690 million last year.  Retail sales increased
to $580 million from $487 million, primarily as a result of a
comparable store sales increase of 16%.  Revenues of the Direct
business increased by 14% to $198 million in fiscal 2004.

Gross margin for the fiscal year increased to 40% from 36% last
year due to improvements resulting from higher full price sell-
through. Last year's gross margin was negatively impacted by the
liquidation of obsolete inventories.

Selling, general and administrative expenses during the year were
$287 million, or 36% of revenues, compared to $281 million, or 41%
of revenues in the prior year.  The decrease as a percentage of
revenues was driven primarily by operating leverage due to the
significant increase in comparable store sales and a reduction in
catalog selling expenses.

For the fifty-two weeks ended Jan. 29, 2005, operating income
increased by $69 million to $38 million compared to an operating
loss of $31 million last year.

Net loss for 2004 was $100 million compared to a loss of
$50 million last year.  However, fiscal 2004 included a loss from
debt refinancing of $50 million, while 2003 included a gain on
exchange of debt of $41 million.  Adjusted for these financing
transactions, the net loss in 2004 would have been $50 million,
compared to a net loss of $91 million last year.

                Accounting for Lease Transactions

As previously reported, the Company will classify proceeds from
landlord construction allowances as operating activities in its
consolidated statement of cash flows in fiscal 2004 and will
restate its prior year cash flow statements to reclassify such
allowances from investing activities to operating activities to
conform to the 2004 presentation.  This change will not have any
material effect on the Company's balance sheet or consolidated
statement of operations.

                        About the Company

J.Crew Group, Inc., is a leading multi-channel retailer of women's
and men's apparel, shoes and accessories.  The Company operates
157 retail stores, the J.Crew catalog business, jcrew.com, and 41
factory outlet stores.

At Jan. 29, 2005, J.Crew Group's balance sheet showed a
$581 million stockholders' deficit, compared to a $468 million
deficit at Jan. 31, 2004.


J.CREW GROUP: Good Performance Prompts Moody's to Lift Ratings
--------------------------------------------------------------
Moody's Investors Service upgraded J. Crew Group, Inc. senior
discount notes and issuer rating to Caa2, affirmed the senior
implied rating of B3, and changed the outlook to stable from
negative.  The upgrade of the senior notes and the change in
outlook reflect the stabilization of J. Crew's business as a
result of improved operating performance and its recapitalization
in December 2004 and January 2005.


J. Crew's operating performance improved greatly during 2004.
Comparable store sales for the year were 16%.  Total revenues for
the year increased to $804 million versus $688.3 million in the
prior fiscal year.  EBIT increased to $38 million generating a
4.7% EBIT margin versus ($27.9) and -4.1% in the prior year.  This
improved operating performance has increased enterprise value of
the company.  At the end of December 2004, J. Crew borrowed $275MM
in term loans under a senior subordinated loan agreement with
entities managed by Black Canyon and entered into a new $170
million asset based revolving credit facility due in 2009 led by
Wachovia.  The proceeds from the notes were used to redeem in full
the company's 10 3/8% Senior Subordinated Notes due 2007 and in
part its 16% senior discount notes due 2008.

In January 2005, the company redeemed the remaining outstanding
16% senior discount notes with internally generated cash flow.
The Black Canyon term loans were subsequently converted to 9 3/4%
senior subordinated notes due 2014, which are unrated.  These
recapitalization transactions extended the maturities, reduced the
principal due at maturity (the 16% senior discount notes were
accretive), and lowered the company's interest expense.

The two notch upgrade of the senior notes reflects an improvement
in the likely recovery rate for the senior notes as a result of
the increased enterprise value of the company and a reduction in
the indebtedness of the company.  The change in outlook to stable
from negative reflects the improved operating performance and the
more stable capital structure as a result of the recapitalization.
In addition, the stable outlook reflects Moody's expectation that
J. Crew will be able to fund capital expenditures and cash
interest payments out of internally generated cash flow.

The B3 senior implied rating reflects the fact that, despite the
significant operating improvements, leverage and coverage metric
remain very weak.  In addition, J. Crew still faces an
intermediate term capital structure challenge given that in
October 2009 J. Crew is required to redeem the series B preferred
stock and to pay all accumulated dividends on the Series A
preferred stock.  While the company's performance is continuing to
improve, it is hard to consider the performance improving to a
level such that it would have the liquidity to fully redeem the
preferred stock and accumulated dividends without a change in the
composition of the capital structure.  The rating also reflects
the highly competitive specialty apparel segment in which the
company operates.

A rating upgrade would require an improvement in the capital
structure or further improvements in operating performance such
that adjusted debt/EBITDAR falls below 6.5x and EBITDA/Total
Interest rises above 1.0x.  Conversely, ratings could move
downward should there be a significant deterioration in liquidity
and operating performance that would hinder J. Crew's ability to
meet its obligations.

These ratings are upgraded:

           * senior discount notes to Caa2 from Ca; and
           * issuer rating to Caa2 from Ca.

This rating is affirmed:

           * Senior Implied of B3.


J.H. WHITNEY: Fitch Junks $23.7 Million Senior Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings downgrades one class of notes issued by J.H. Whitney
Market Value Fund, L.P., a market value collateralized debt
obligation -- CDO.

This rating action is effective immediately:

   -- $23,700,000 class C second senior subordinated secured notes
      downgraded to 'CCC' from 'B';

   -- $25,000,000 class D junior subordinated participating
      secured notes remain at 'C'.

Since the previous rating action, the class A and B notes of J.H.
Whitney Market Value Fund, L.P. have been paid in full, and the
class C noteholders assumed the position of senior and controlling
class.  Due to the event of default which occurred in March 2002,
only the senior class is entitled to interest and principal
payments.  On April 1, 2005, the class C notes received interest
due and $1 million in principal repayments.  In total, the class C
notes have received $1.3 million in principal payments and all
current and deferred interest due.  The class D notes are
currently deferring interest and are not expected to receive any
future payments of interest or principal.

As of the March 25, 2005 compliance statement, the class C
overcollateralization -- OC -- test was 59.4%, compared to 95.8%
as of the report one year prior.  In addition, the March 25, 2005,
report showed a market value of $18.1 million of collateral,
including cash, to support the then remaining balance class C
balance of $24.7 million (before the April 1st $1 million dollar
redemption).  The class C notes are scheduled to mature in April
2006.  Given that one year remains until maturity, the prospects
for full recovery are hindered by current market values as well as
uncertainty regarding liquidity.  Whitney Market Value Management
Co., the collateral manager, continues to review alternatives with
the controlling class to look for opportunities to maximize the
value of the assets.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class C notes no longer reflect
the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


JEAN COUTU: Will Release Third Quarter Results Today
----------------------------------------------------
The Jean Coutu Group (PJC) Inc. will release results for the third
quarter ended February 26, 2005, today, April 12, 2005.  The
company will also hold a conference call this morning.

Financial analysts are invited to attend the conference call
during which the financial results of the third quarter of fiscal
2004-2005 will be presented:

    Time and date: Tuesday, April 12, 2005 at 9:00 A.M. ET

    Dial number: 1 888 345-1250

    Conference call name: The Jean Coutu Group (PJC) Inc.

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Jean Coutu Group corporate
website at http://www.jeancoutu.com/ A full replay will also be
available by dialling 1 800 408-3053 until May 13, 2005 (access
code 3146569 (pound key)).

The Jean Coutu Group's United States operations employ over 46,000
persons and comprise 1,904 corporate owned stores located in 18
states of the Northeastern, mid-Atlantic and Southeastern United
States.  The Jean Coutu Group's Canadian operations and drugstores
affiliated to its network employ over 14,000 people and comprise
321 PJC Jean Coutu franchised stores in Quebec, New Brunswick and
Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group, Inc.'s
US$250 million senior unsecured notes 'B'.  The 'BB' bank loan
ratings and the '1' recovery rating indicate that lenders can
expect full recovery of principal in the event of a default.  S&P
says the outlook is negative.


JERE & PAULA MURPHY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jere D. & Paula V. Swedas- Murphy
        P.O. Box 452
        Osterville, Massachusetts 02655

Bankruptcy Case No.: 05-12916

Chapter 11 Petition Date: April 7, 2005

Court: District of Massachusetts (Boston)

Debtor's Counsel: Richard J. Cohen, Esq.
                  Richard J. Cohen, P.C.
                  1185 Falmouth Road
                  Centerville, Massachusetts 02632
                  Tel: (508) 771-6401

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
   ------                     ---------------       ------------
Internal Revenue Service      2002 - $3,813              $47,813
Special Revenue Service       2003 - $44,000
PO Box 9112                   2004 - unliquidated
JFK Building                         and unknown
Boston, MA 02203

American Express              Credit card                $46,857
PO Box 360002                 3737-457783-05002:
Ft. Lauderdale, FL 33336      $28,326
                              3725-092378-63006:
                              $18,531

MBNA                          Credit card:               $36,346
PO Box 15137                  Acct#
Wilmington, DE 19886          4500-6600-1155-3292:
                              $15,014
                              Acct#
                              5401-2603-9201-9117-$
                              $15,110
                              Acct#
                              5490-3550-2639-6600
                              $6,222

USAA Savings                  Bank Credit card:          $27,085
                              5416-3050-2107-3788:
                              $14,931
                              5491-2370-0204-7390:
                              $12,154

Citibank                      Credit card                $23,899

American Express              Credit card                $23,146

MBNA                          Credit Card                $21,924

Intro West                    1 week time share          $14,000
                              British Columbia
                              Value of Security:
                              $8,000

US Department of Education    Student loan               $12,925

Town of Barnstable            Real estate taxes          $12,000

Chase                         Credit card                $11,965

MBNA America                  Credit card                $11,615

National City                 Credit card                $10,501

Alliant Visa                  Credit card                 $9,938

Household Credit Services     Credit card:                $9,780
                              5407-0700-1124-7229
                              $9,780

Sears Gold Mastercard         Credit card                 $8,675

American Express              Credit card                 $5,717

Macy's                        Credit card                 $5,817

AAA Financial Service         Credit card                 $5,353

Target Retailers              Credit card                 $5,981
National Bank


JOHN T. STRINGFELLOW: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: John T. Stringfellow
        2400 Poticaw Bayou Road
        Vancleave, Mississippi 39565

Bankruptcy Case No.: 05-51448

Chapter 11 Petition Date: April 8, 2005

Court: Southern District of Mississippi (Gulfport Division)

Judge: Edward Gaines

Debtor's Counsel: Robert Gambrell, Esq.
                  Gambrell & Associates, P.A.
                  2462 Pass Road, P.O. Drawer 8299
                  Biloxi, Mississippi 39535
                  Tel: (228) 388-9316

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


KANSAS CITY: TFM Acquisition Prompts S&P to Hold BB- Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit ratings, on Kansas City Southern and
unit Kansas City Southern Railway Co., and removed the ratings
from CreditWatch, where they were placed on Dec. 15, 2004.

At the same time, Standard & Poor's raised the corporate credit
rating of unit TFM S.A. de C.V. to 'BB-' from 'B' and removed the
rating from CreditWatch, where it was placed on Dec. 15, 2004.
In addition, Standard & Poor's assigned its 'B+' rating to TFM's
$460 million senior unsecured notes due 2012 and
2015.  Proceeds from the notes offering will be used to repay
existing debt.

The rating actions follow our review of the operating outlook for
both companies and the impact of Kansas City Southern's
acquisition of a controlling interest in Grupo TFM (TFM's parent)
on each company's credit profile.  The outlook on Kansas City
Southern, Kansas City Southern Railway Co., and TFM is negative.

"The upgrade of TFM reflects Standard & Poor's expectation that
the financial profile of TFM will improve over the near to
intermediate term due to the planned refinancing of high interest
rate debt, marketing and cost benefits from the recent
transaction, and favorable industry conditions" said Standard &
Poor's credit analyst Lisa Jenkins.  "The affirmation of Kansas
City Southern ratings reflects Standard & Poor's belief that the
TFM transaction has improved Kansas City Southern's business
profile and that favorable industry conditions will enable Kansas
City Southern to improve its currently extended financial profile
to levels consistent with its rating over the near to intermediate
term."

On April 1, 2005, Kansas City Southern completed its acquisition
of a controlling interest in Grupo TFM, which owns TFM, the
largest Mexican freight railroad.  TFM operates a rail network in
northeast Mexico.

Ratings assume that credit protection measures will improve at
both entities over the next two years as a result of benefits from
the acquisition and from continuing healthy market fundamentals.
In addition, ratings reflect the expectation that the long-running
value-added-tax (VAT) dispute with the Mexican government and the
put option that the Mexican government can exercise to sell its
remaining ownership interest in Grupo TFM will be resolved without
a material impact on credit quality.  Should Kansas City Southern
be forced to pay the full amount of the put option with no
offsetting VAT proceeds, ratings could be reviewed for a
downgrade.

Conversely, if the improvement in credit protection measures does
occur as expected, and if the VAT and put issues are resolved
without adverse financial consequences, the outlook would likely
be revised to stable.


KEY3MEDIA GROUP: Wants Court to Close Subsidaries' Ch. 11 Cases
---------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to enter a final
decree closing Key3Media subsidiaries' chapter 11 cases pursuant
to Section 350(a) of the Bankruptcy Code, Bankruptcy Rule 3022 and
Rule 5009-1 of the Local Rules of Bankruptcy Practice and
Procedure of the Bankruptcy Court.  The Reorganized Debtors also
ask the Court to revise the case caption for the lead case,
Key3Media Group, Inc., which will remain open.  The subsidiary
cases are:

         Reorganized Debtor                  Case No.
         ------------------                  --------
         Key3Media Events, Inc.              03-10324
         Key3Media VON Events, Inc.          03-10325
         Key3Media BCR Events, Inc.          03-10326
         Key3Media Advertising, Inc.         03-10327
         Key3Media Bio Sec Corp              03-10328

The Court confirmed the Debtors' joint plan of reorganization on
June 4, 2003, allowing the Debtors to emerge from bankruptcy
protection on Feb. 28, 2004, and which effected a "deemed
consolidation" of the Debtors' bankruptcy estates.

According to the Reorganized Debtors, the subsidiary cases should
be closed since the Plan has been substantially consummated as to
the subsidiary cases.  The Debtors give the Court five additional
reasons militating in favor of their request:

   a) the order confirming the Plan has become final;

   b) most cash payments required by the Plan have been made;

   c) most of the property proposed to be transferred under the
      Plan has been transferred;

   d) the Reorganized Debtors have assumed management of the
      business and its assets; and

   e) distributions to unsecured creditors under the Plan have
      commenced.

While a limited number of motions, contested matters, and
adversary proceedings remain pending, these matters, the
Reorganized Debtors said, do not foreclose a determination that
the subsidiary cases have been fully administered.  The
Reorganized Debtors propose to keep the lead case open for
purposes of resolving any remaining disputed claims and adversary
proceedings.  With respect to pending avoidance actions, the
Reorganized Debtor in the lead case is the lead plaintiff in these
adversary proceedings.

The Debtors said the entry of a final decree in the subsidiary
cases will preserve the funds of the Reorganized Debtors to the
benefit of creditors who receive distributions of Transferable
Warrants.  The Debtors also believe it is prudent to close the
subsidiary cases to avoid the possible accrual of substantial
additional post-confirmation fees.

Headquartered in Los Angeles, California, Key3Media Group, Inc.,
produces, manages and promotes a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 3, 2003.  Christina M. Houston, Esq., at
Richards, Layton & Finger, P.A., and Etta Rena Wolfe, Esq., at
Smith Katzenstein & Furlow LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $241,202,000 in total assets and
$441,033,000 in total liabilities.


KNIGHTHAWK INC: Equity Deficit Narrows to $1.052 Mil. at Jan. 31
----------------------------------------------------------------
KnightHawk Inc.'s revenue for the three months ended January 31,
2005, totaled $3,065,000 compared with $3,163,000 recorded in the
same period of fiscal 2004.  Net Income for the first quarter of
fiscal 2005 was $117,000 compared with $244,000 during the same
period in 2004.

Earnings before Interest, Taxes, Depreciation and Amortization
were $268,000 or $.03 per share in the first quarter of fiscal
2005 compared to EBITDA of $594,000 or $.08 per share during the
same period in 2004.

Net income for the first quarter of 2005 from air freight
operations was negatively impacted by continuing weakness in the
U.S. dollar, the loss of one air route in the fourth quarter of
2004, and an unexpected increase in subcharter costs.  The
increase in subcharter costs was the result of third party damage
to one of the aircraft which, due to the nature of the damage and
location of the aircraft, could not be repaired for several days.
While revenue for the three months ended January 31, 2005, from
rail freight operations showed a significant increase over the
same period in 2004, it was largely offset by persistently higher
locomotive fuel prices compared to the same period in 2004.

During the quarter and subsequent to January 31, 2005, the Company
announced plans to raise up to $3,000,000 with Research Capital
Corporation acting as agent on a commercially reasonable best
efforts basis.  If successful, the net proceeds from the sale of
the units will serve to strengthen the Company's balance sheet and
working capital position and allow the Company to further invest
in its income producing assets.

                           Financing Plans

On January 25, 2005, the Company announced plans to raise up to
$2,000,000 by way of a Short Form Offering Document with Research
Capital Corporation acting as agent on a commercially reasonable
best efforts basis.  The offering will consist of a maximum of
4,000,000 units at a price of $0.50 per unit.  Each unit will
consist of one common share and one non-transferable common share
purchase warrant.  Each common share purchase warrant will entitle
the holder to purchase one additional common share at an exercise
price of $0.60 per common share for a period of eighteen months
from the closing date.  If the common shares close at or above
$0.75 per common share for a period of 30 consecutive trading
days, then the warrant holders must exercise their warrants during
the following 90 day period, otherwise the warrants will expire at
the end of the 90 day period.  If successful, the net proceeds
from the sale of the units will be used to fund major aircraft
engine overhauls, for improvements to the rail lines and for
working capital purposes.

On February 24, 2005, the Company announced plans to raise up to
$1,000,000 by way of a brokered private placement with Research
Capital Corporation acting as agent on a commercially reasonable
best efforts basis.  The offering will consist of a maximum of
2,000,000 units at price of $0.50 per unit.  Each unit will
consist of one common share, with a four-month hold period from
the closing date, and one non-transferable common share purchase
warrant.  Each common share purchase warrant will entitle the
holder to purchase one additional common share at an exercise
price of $0.60 per common share for a period of eighteen months
from the closing date.  If the common shares close at or above
$0.75 per common share for a period of 30 consecutive trading
days, then the warrant holders must exercise their warrants during
the following 90 day period, otherwise the warrants will expire at
the end of the 90 day period.  If successful, the net proceeds
from the sale of the units will be used to reduce existing
indebtedness.

KnightHawk -- http://www.knighthawk.ca/-- provides contract rail
and air cargo services, delivering freight both domestically and
transborder between Canada and the United States, on behalf of its
customers in the North American railway and air cargo express
industries.  KnightHawk's air division operates a fleet of cargo
aircraft, and during the past ten years and over 45,000 flying
hours has maintained an excellent on-time performance record, a
crucial reliability factor for its customers.

As of Jan. 31, 2005, KnightHawk reported a $1,052,000
stockholders' deficit, compared to a $1,169,000 deficit at
Oct. 31, 2004.


KNIGHTHAWK INC: Gets $1.24M from 1st Tranche Short Form Financing
-----------------------------------------------------------------
KnightHawk Inc. has completed the first tranche of its short form
offering financing raising gross proceeds of $1.24 million.  The
Company issued 2,482,700 units at a price of $0.50 per Unit.  Each
Unit consists of one common share in the capital of the Company
and one non-transferable common share purchase warrant, each whole
Warrant entitling the holder to acquire one additional common
share on or before October 7, 2006 at a price of $0.60 per Warrant
Share.

The Company also issued to Research Capital Corp. an agent's
option entitling it to acquire 211,029 Units at a price of $0.50
per Unit on or before October 7, 2006.

KnightHawk -- http://www.knighthawk.ca/-- provides contract rail
and air cargo services, delivering freight both domestically and
transborder between Canada and the United States, on behalf of its
customers in the North American railway and air cargo express
industries.  KnightHawk's air division operates a fleet of cargo
aircraft, and during the past ten years and over 45,000 flying
hours has maintained an excellent on-time performance record, a
crucial reliability factor for its customers.

As of Jan. 31, 2005, KnightHawk reported a $1,052,000
stockholders' deficit, compared to a $1,169,000 deficit at
Oct. 31, 2004.


LASER FAB: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Laser Fab, Inc.
        33901 Riviera
        Fraser, Michigan 48026

Bankruptcy Case No.: 05-50165

Type of Business: The Debtor does business as a repair and machine
                  shop.

Chapter 11 Petition Date: March 31, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Robert N. Bassel, Esq.
                  Kemp, Klein, Umphrey, Endelman & May, P.C.
                  201 W. Big Beaver, Suite 600
                  Troy, Michigan 48099
                  Tel: (248) 528-1111

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


LOOK COMMS: Creates Two New Equity Classes in Reorganization
------------------------------------------------------------
Look Communications Inc. (TSX Venture: LOK) completed its capital
reorganization by filing articles of amendment to create the two
new classes of shares to be issued in exchange for the outstanding
common shares of Look.  Shareholders approved the reorganization
at the Company's annual and special meeting on February 16, 2005.

On April 8, each existing Common Share of Look will be
automatically exchanged for one-half of a Multiple Voting Share
and one-half of Subordinate Voting Share.  Both classes are fully
participating shares, but the Multiple Voting class carry 150
votes per share and the Subordinate Voting class carry one vote
per share.  In the event of a successful take-over bid for the
Multiple Voting Shares, the Subordinate Voting shares will become
convertible into Multiple Voting Shares for the sole purpose of
allowing holders of Subordinate Voting Shares to participate in
the transaction.  Look's new shares will be trading under the
symbols LOK.SV (subordinate voting) and LOK.MV (multiple voting)
on the TSX Venture Exchange.

This new capital structure gives Look more flexibility to pursue
various financing alternatives.

Look Communications' mission is to be a mobile multimedia
entertainment and information service provider in Ontario and
Quebec.  The Company is developing a mobile multimedia video
network and currently delivers a full range of communications
services, including high-speed and dial-up Internet access, Web
applications, digital television distribution and superior
customer service to both the business and residential markets
across Canada.  Look delivers high-speed connections and a full
range of Web solutions that help SMEs achieve their business
objectives.  Through its advanced wireless infrastructure, Look
also offers high quality digital entertainment services to
consumers in Ontario and Quebec.

In Look Communications' latest quarterly report ending August 31,
2004, management raises substantial doubt about the Company's
ability to continue as a going concern as it has incurred
significant operating losses over the past two years and has a
working capital deficiency of $2,412 as at August 31, 2004.  The
Company's ability to continue as a going concern and to realize
the carrying value of its assets and discharge its liabilities
when due is dependent upon achieving and maintaining profitable
operations and successful implementation of the Company's business
strategy.


MARYLEBONE ROAD: Fitch Affirms BB+ Rating on Class A-3 Notes
------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Marylebone Road CBO II:

      -- Class A-1 notes at 'AAA';
      -- Class A-2 notes at 'AA';
      -- Class A-3 notes at 'BB+'.

Marylebone Road CBO II, Ltd is a collateralized debt obligation --
CDO -- that was established on April 11, 2001.  The CDO is backed
predominantly by investment-grade bonds and loans and attains
credit exposure to the investment-grade portfolio via a credit
swap with Abbey National Financial Products.

Fitch has reviewed the credit quality of the individual assets
constituting the portfolio.  Overall, Marylebone Road CBO II has
improved since the last review in February 2004.  Marylebone Road
CBO II, Ltd. has experienced minimal credit migration, along with
no additional credit events since last reviewed.  Additionally,
all excess spread is currently trapped within the CDO structure,
providing continual improvement to the par coverage tests.
Subsequently, the par coverage ratio has increased to 102.4% from
95.8%, per the March 2005 and December 2003 trustee reports,
respectively.

The ratings of the class A-1 and A-2 notes address the timely
payment of interest and the ultimate payment of principal.  The
rating assigned to the class A-3 notes address the ultimate
receipt of interest and the stated principal amount by the final
maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.  Additional deal information
and historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


MCCANN INC: Two Creditors Transfer $718,204 in Claims to Time Inc.
------------------------------------------------------------------
Papers filed with the U.S. Bankruptcy Court for the Southern
District of New York show that Time Inc. has purchased trade debt
obligations from two creditors of McCann, Inc., between Feb. 17
and April 1, 2005:

         Creditor                    Claim No.      Amount
         --------                    ---------      ------
      Fred Geller Electrical, Inc.       33       $667,918
      54-15 38th Avenue
      Woodside, NY 11377

      Wilkstone, LLC                     59        $50,286
      128 19th Avenue
      Paterson, NJ 07513

Time Inc. is represented by:

      Brian J. Markowitz, Esq.
      Ross & Cohen, LLP
      711 Third Avenue
      New York, New York 10017

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc.  On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596 (SMB)).  On July
22, 2004, the court appointed Lee E. Buchwald to serve as Chapter
11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq., at
Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.  Clifford
A. Katz, Esq., at Platzer, Swergold, Karlin, Levine, Goldberg &
Jaslow, LLP, represents the Debtor in its restructuring efforts.


MCI INC: Verizon to Purchase All Shares by Carlos Slim Affiliates
-----------------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) disclosed an agreement to
purchase approximately 43.4 million shares of MCI, Inc.
(Nasdaq: MCIP) common stock from eight entities affiliated with
Carlos Slim Helu for $25.72 per share in cash.  The purchase,
which is subject to regulatory approvals, is expected to close in
several weeks.

Under the agreement, Verizon will pay the Slim entities an
adjustment at the end of one year in an amount per MCI share equal
to 0.7241 times the amount by which the price of Verizon's common
stock exceeds $35.52 per share (measured over a 20-day period).
The prices for the MCI and Verizon shares were set by Verizon and
the Slim entities based upon the market prices for the stocks at
the time of the agreement.

Verizon Chairman and CEO Ivan Seidenberg said, "While this was an
opportunity for us to purchase a block of shares under unique
circumstances and is an important step forward in our acquisition
of MCI, we will continue to assess the situation as we move toward
a vote by the MCI shareholders."

            MCI Board Reacts to Verizon-Slim Transaction

"Verizon's agreement to purchase approximately 43.4 million shares
from entities affiliated with Mr. Slim is a private transaction
between those two parties," MCI's board of directors said in a
pres statement.  "Nevertheless, MCI's Board of Directors remains
committed to obtaining the transaction that is in the best
interests of all of its shareholders.

"Accordingly, MCI's Board of Directors has no intention of
amending its Rights Agreement to permit accumulations of the
Company's stock in excess of the current 15 percent limit other
than pursuant to its previously announced merger agreement with
Verizon or an alternative merger transaction which the Board
determines is in the best interest of its shareholders."

               Qwest Reiterates Superior Proposal

"By entering into its deal with Mr. Slim," Qwest Communications
International Inc. (NYSE:Q) issued in a press statement, "Verizon
has both created two classes of shareholders and called into
question the MCI board's previous determination that Verizon's
lower offer to the other MCI shareholders was superior and fair.
We believe Qwest has a superior proposal for all shareholders."

As reported in the Troubled Company Reporter on April 7, 2005,
MCI, Inc.'s Board of Directors voted to reject, for the third
time, Qwest Communications' offer to acquire MCI in a stock and
cash transaction.  The Company's directors said that Qwest's
proposal in its current form, taken as a whole, is not superior to
its merger agreement with Verizon.  As reported in the Troubled
Company Reporter on March 31, 2005, MCI's board accepted Verizon's
$7.5 billion takeover bid over Qwest's $8.9 billion offer.

                     MCI/Verizon Agreement

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

                          About Verizon

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE: VZ) -- http://www.verizon.com/-- is
one of the world's leading providers of communications services.
Verizon has a diverse work force of more than 210,000 in four
business units: Domestic Telecom serves customers based in 29
states with wireline telecommunications services, including
broadband and other services.  Verizon Wireless owns and operates
the nation's most reliable wireless network, serving 43.8 million
voice and data customers across the United States.  Information
Services operates directory publishing businesses and provides
electronic commerce services.  International includes wireline and
wireless operations and investments, primarily in the Americas and
Europe.

                          About Qwest

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

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


                          About MCI

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

                          *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MERISANT WORLDWIDE: Weak Performance Prompts S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based low-calorie sweetener processor and marketer
Merisant Worldwide Inc. and its wholly owned subsidiary Merisant
Co., including its corporate credit rating to 'B' from 'B+'.  The
ratings remain on CreditWatch, where they were placed on May 10,
2004.

"The downgrade and CreditWatch listing reflect the company's
weaker-than-expected operating performance for fiscal 2004 due to
declining sales primarily in its retail channel, a shift in
product mix from retail towards lower-margin food service, and
increased marketing spending," said Standard & Poor's credit
analyst Mark Salierno.  In addition, Standard & Poor's expects
greater competition from larger, financially stronger competitors,
such as Johnson & Johnson (AAA/Stable/A-1+) and its 'Splenda'
brand, will continue to pressure Merisant's EBITDA margins and
credit measures, which were weaker in fiscal 2004.

The CreditWatch listing further reflects concern over Merisant's
announcement that it will delay filing of its Form 10-K until
about April 15, 2005.  The company disclosed that it needs
additional time to complete its audit and its assessment related
to deficiencies in its internal controls over financial reporting.
The ratings could be further negatively affected if there are
additional concerns beyond those already disclosed.

Standard & Poor's will meet with management to discuss the current
operating environment and Merisant's business strategies,
financial policies, and internal control deficiencies.  Merisant
Worldwide, through Merisant Co., is a processor, packager, and
marketer of low-calorie tabletop sweeteners, primarily aspartame-
based products.


MIRANT CORPORATION: Valuation Hearing Starts on April 18
--------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas issued an amended Scheduling Order with respect to the
hearing to determine the estate value of Mirant Corporation and
its debtor-affiliates.  The Court will hold the trial on April 18
(commencing at 1:00 p.m.), 19, 20 and 22, 2005, and on additional
dates, if needed, as the Court may direct.

Judge Lynn directs the parties who will participate in the
Valuation Hearing to exchange witness and exhibit lists by
April 11, 2005.  All deposition designations must be exchanged
by April 13, 2005.  All exhibits must be marked with exhibit
labels and exchanged on or before 12:00 pm (prevailing Central
Time) on April 12, 2005.  By 12:00 pm (prevailing Central Time) on
April 16, 2005, the Valuation Parties must exchange all
demonstrative exhibits known and prepared; provided, however,
that a Valuation Party may prepare and use additional
demonstrative exhibits during the course of the Valuation Hearing
so long as the demonstrative exhibits are provided to all other
Valuation Parties as soon as reasonably possible following their
creation.

All deposition designations and exhibits not objected to in
writing by April 15, 2005, will be admitted into evidence at
trial without further proof, except for relevance.  All
deposition counter-designations will be exchanged by all
Valuation Parties by April 15, 2005, and all the counter-
designations not objected to in writing by 10:00 am (prevailing
Central Time) on April 18, 2005, will be admitted into evidence
at trial without further proof, except for relevance.

Written objections to deposition designations and exhibits will
be taken up either at the beginning of, or during the course of,
the trial.

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


MIRANT CORP: Equity Committee Wants Expert Reports Made Public
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates, the Official
Committee of Unsecured Creditors of Mirant Corporation, the
Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, and the Official Committee of Equity Security
Holders have retained experts to prepare certain reports on the
enterprise value of the Debtors' business.  The U.S. Bankruptcy
Court for the Northern District of Texas will receive those Expert
Reports into evidence at the Valuation Hearing.

The Equity Committee asks Judge Lynn to:

   (a) designate the Expert Reports as public documents; and

   (b) authorize the public dissemination of the Expert Reports.

The Equity Committee believes that the Expert Reports are
judicial documents that Mirant's 400,000 shareholders and the
public at large have a fundamental right to access.  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in Austin,
Texas, asserts that the right of access is compelling for the
shareholders who face the possibility of their shares to be
canceled by virtue of the analyses and conclusions set forth in
the Expert Reports.  The shareholders, therefore, have the right
to review, critique, and assess the Expert Reports.  In addition,
the shareholders have the right to review and assess the Expert
Reports prepared by the Equity Committee's Experts on their
behalf.

Mr. Taube reminds the Court that the Debtors have already filed a
Disclosure Statement, which is required to contain financial
information, and points out that the Valuation Hearing itself
will be a public hearing.  Thus, there is no justification for
keeping the Expert Reports secret.

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


MIRANT CORP: U.S. Bank Says Disclosure Statement is Inadequate
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates are parties to
several non-residential real property office and ground leases
relating to 11 Facility Lease Agreements executed by Mirant Mid-
Atlantic, LLC.  The MirMA Leases are the subject of a complicated
leveraged lease transaction in which each MirMA Lease has a
distinct "Owner Lessor."  The Owner Lessors are:

   -- Morgantown OLl LLC,
   -- Morgantown OL2 LLC,
   -- Morgantown OL3 LLC,
   -- Morgantown OL4 LLC,
   -- Morgantown OL5 LLC,
   -- Morgantown OL6 LLC,
   -- Morgantown OL7 LLC,
   -- Dickerson OL1 LLC,
   -- Dickerson OL2 LLC,
   -- Dickerson OL3 LLC,
   -- Dickerson OL4 LLC,
   -- SEMA OP1 LLC,
   -- SEMA OP2 LLC,
   -- SEMA OP3 LLC,
   -- SEMA OP4 LLC,
   -- SEMA OP5 LLC,
   -- SEMA OP6 LLC,
   -- SEMA OP7 LLC,
   -- SEMA OP8 LLC,
   -- SEMA OP9 LLC,
   -- Steamed Crab Partners, L.P.,
   -- Steam Heat LLC,
   -- First Chicago Leasing Corporation, and
   -- Bankers Commercial Corporation

Four of the MirMA Leases relate to the "Undivided Interests" in
an electric generating facility referred to as the Dickerson
Base-Load Units 1, 2 and 3 located in Montgomery County,
Maryland, and were executed on December 19, 2000.  Seven of the
MirMA Leases relate to the "Undivided Interests" in an electric
generating facility referred to as the Morgantown Base-Load Units
1 and 2 located in Charles County, Maryland, and were executed on
December 18, 2000.

The base lease term of the Dickerson Leases is for 28.5 years --
from December 19, 2000, through June 19, 2029.  The base lease
term of the Morgantown Leases is for 33.75 years -- from December
19, 2000 through September 19, 2034.

Under the MirMA Leases, MirMA is required to make semi-annual
lease payments in June and December of each year.  In 2003, MirMA
paid $129,193,434 for the Morgantown Leases and $21,526,362 for
the Dickerson Leases.  In 2004, MirMA will pay $99,973,638 for
the Morgantown Leases and $21,526,362 for the Dickerson Leases.
The leased properties are being maintained and insured.

      Trustee & Owner Lessors Object to Disclosure Statement

U.S. Bank, N.A., as successor trustee to State Street Bank and
Trust Company, and the Owner Lessors assert that the Disclosure
Statement explaining the Debtors' Plan of Reorganization should
not be approved with respect to MirMA because MirMA's creditors
are given no concrete information regarding the treatment to be
afforded the $1.5 billion Morgantown and Dickerson Leases,
notwithstanding that the Morgantown and Dickerson power plants
are, by all accounts, centerpieces of the Debtors' business.

According to Ronald J. Silverman, Esq., at Bingham McCutchen,
LLP, in New York, New York, the Disclosure Statement hinders
MirMA Creditors' understanding of what will happen to them under
the Plan.  The Disclosure Statement does not describe, much less
make clear, the effect that pending events will have on the
Debtors' financial health and ability to perform whatever
obligations MirMA eventually undertakes to its creditors.

The Plan is so entirely lacking regarding the proposed treatment
that U.S. Bank and the Owner Lessors will receive that it cannot
be considered a "plan" for MirMA.  The Plan's treatment for the
balance of MirMA creditors is so gratuitously worse than what
solvent MirMA can provide and what the law requires that one must
conclude that the Debtors have no intention of seeking
confirmation of the Plan as to MirMA.

"MirMA has a mere handful of assets, albeit extremely valuable
ones," Mr. Silverman reminds the Court.  MirMA's December 31,
2004 Monthly Operating Report, which contains a consolidated
balance sheet, shows that MirMA has a total equity value of over
$2.7 billion.

The U.S. Bank and the Owner Lessors provide a list of the crucial
information that MirMA Creditors would need to have to properly
evaluate a MirMA plan:

   (1) The amount or value of MirMA's cash, other assets, equity
       value and prepetition liabilities -- leases and otherwise
       -- stated in an easily understood format;

   (2) A MirMA liquidation analysis;

   (3) A clear statement that MirMA has sufficient cash to pay in
       full, with interest, all of its legitimate unsecured
       claims if it were to assume the Leases, but has decided
       not to do so;

   (4) A clear statement explaining that by voting for the plan,
       MirMA Creditors would be agreeing to accept, instead of
       cash payment in full at confirmation:

         (i) an unsecured promise to pay 90% of their claims --
             without payment of accrued postpetition interest --
             made by a new holding company that will own stock in
             a multitude of companies of varying financial
             strength as well as in MirMA; and

        (ii) stock in the reorganized Mirant Corporation parent
             entity equal to 10% of the amount of their claims --
             again excluding interest -- which stock will have a
             priority junior to all other stakeholders of the
             approximately 80+ reorganized Mirant-group entities;

   (5) Disclosure must be made that MirMA does not intend to
       reject the Leases.  In connection therewith, the MirMA
       disclosure statement should:

         (i) incorporate the summary provided to the Court on
             January 26, 2005, by Thomas E. Lauria, Esq., at
             White & Case LLP, in Miami, Florida, on behalf of
             the Debtors, where he stated that the Plan
             contemplates no material asset dispositions or
             business changes; and

        (ii) describe and discuss Mirant Corp.'s decision to
             implement the environmental cap and trade consent
             decree purporting to bind the Chalk Point,
             Morgantown, Dickerson and Potomac River Plants,
             including any benefits to MirMA and its creditors
             resulting from the consent decree and the effect on
             MirMA's cash flow in the event that either the
             Morgantown or Dickerson Plants are shut down as a
             result of the provisions contained in the proposed
             consent decree;

   (6) In the alternative, if MirMA contends that it does reserve
       the right to reject the Morgantown and Dickerson Leases,
       disclosure must be made of the effects that rejection
       would have on the terms of the Plan and feasibility.  That
       disclosure should include MirMA pro forma financials --
       including, without limitation, cash flows -- for both the
       lease assumption and lease rejection scenarios;

   (7) Disclosure of the effects the recharacterization, if
       granted by the Court, will have on MirMA and its
       creditors.  Effects discussed should include, without
       limitation:

         (i) the amount of any indemnification obligations to be
             paid by MirMA assuming the Court or any appellate
             court finds that indemnification obligations exist;

        (ii) the amount of any tax liabilities that may result to
             MirMA as a result of recharacterization aside from
             indemnification obligations; and

       (iii) during the 12 month-period after confirmation, the
             amount of debt Mirant Corp. intends to place on
             MirMA's -- or its subsidiaries' -- assets and the
             amount of cash Mirant Corp. intends to transfer out
             of MirMA if recharacterization is effected;

   (8) An explanation of why recharacterization is in the best
       interests of MirMA's creditors and why the decision to
       prosecute recharacterization by MirMA's directors and
       officers is within the sound business judgment of those
       directors and officers;

   (9) A description of the litigation history and status of the
       recharacterization litigation current through the date of
       dissemination of the Disclosure Statement; and

  (10) A statement that absent an amendment to the Plan to
       clarify that MirMA will assume the Leases in toto and
       cure all defaults, U.S. Bank and the Owner Lessors have
       indicated their intention to object to confirmation of
       the Plan.

Mr. Silverman states that MirMA's creditor structure is even
simpler than its asset structure.  On the one hand there are U.S.
Bank and the Owner Lessors.  On the other hand, there are some
few millions of dollars of small trade and tax creditors that
can, should -- and U.S. Bank and the Owner Lessors' believe
ultimately will -- be paid in full in cash with interest.
MirMA's equity holder, Mirant Americas Generation, LLC, had
unequivocally stated to the Court that the recharacterization
litigation against the Morgantown and Dickerson Leases is
"folly," "unjustified" and should stop, and the Leases should be
assumed.  After the curing of defaults, this would eliminate U.S.
Bank and the Owner Lessors as plan creditors.  In addition, the
Debtors represented to the Court that MirMA's trade and tax
creditors will be paid in full in cash as part of whatever plan
they ultimately present for approval.  The Disclosure Statement
should say just that -- in a few short, concise pages.

With respect to MirMA, the Plan is unconfirmable for three
reasons:

   (1) The Plan completely fails to satisfy the most basic
       Bankruptcy Code plan requirements regarding specifying
       treatment of creditors that it is in substance no "plan"
       at all;

   (2) The Plan fails to satisfy multiple statutory plan
       requirements in an attempt to gerrymander voting and plan
       acceptance;

   (3) As a result of MirMA's strong financial condition and
       simple creditor structure, any properly formulated MirMA
       plan yields an absolute blocking position for U.S. Bank
       and the Owner Lessors.

Mr. Silverman maintains that because U.S. Bank and the Owner
Lessors are the only potentially impaired creditors at MirMA, the
Plan -- and any plan that does not fully assume the Morgantown
and Dickerson lease transactions -- must be rejected.

                          *     *     *

J&L Engineering, United Conveyor Corp., and Nextel
Communications, Inc., holders of MirMA unsecured claims, support
the U.S. Bank and the Owner Lessors' objections.

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


MIRANT CORP: Equity Committee Asks for Examiner Report Supplement
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Mirant Corporation and its debtor-affiliates
wants to conduct discovery pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure with respect to the Debtors'
investigation of potential claims arising out of Mirant Corp.'s
spin-off from The Southern Company.

Specifically, the Equity Committee seeks access to a supplement
to the First Interim Report prepared by the Mirant Examiner in
June 2004.  After the Debtors provided the Equity Committee with
a copy of the Interim Report, the Committee explains that it
became aware of the Supplement, which was prepared by Charles
River Associates, a professional retained by the Debtors.  In its
ongoing efforts to obtain meaningful information relating to the
Southern Company Spin-off, the Committee asked the Debtors to
immediately turn over the Supplement.

Based on information provided to the Equity Committee, it was
expected that the Supplement would be circulated by January 31,
2005; however, that time frame has passed.  The Debtors indicated
that the Supplement has been presented to their Board of
Directors and that it will be "at least" another month before the
Supplement will be provided to the Committee.

There is no justification for this delay, the Equity Committee
argues.  The Supplement has been completed and presented to the
Debtors' Board of Directors.  The Debtors gave no explanation as
to why they are holding the document from the Committee.

At the Equity Committee's request, Judge Lynn directs the Debtors
to produce the Supplement along with any other supplements,
modifications, or updates to the Interim Report.

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)


MOVIE THEATER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Movie Theater Entertainment Group, Inc.
        aka Ultrastar Cinemas
        1060 Joshua Way
        Vista, California 92081

Bankruptcy Case No.: 05-02960

Type of Business: The Debtor is a cinema operator.

Chapter 11 Petition Date: April 8, 2005

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Geraldine A. Valdez, Esq.
                  Procopio, Cory, Hargreaves & Savitch LLP
                  530 B Street, Suite 2100
                  San Diego, California 92101
                  Tel: (619) 238-1900

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.


MUZAK HOLDINGS: 10-K Filing Delay Cues S&P to Watch Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Muzak Holdings LLC and its subsidiary, Muzak LLC, including the
'CCC+' corporate credit ratings, on CreditWatch with negative
implications.  The negative CreditWatch listing follows the
company's failure to file its 2004 Form 10-K by its March 31,
2005, deadline.  This is a breach in the terms of the company's
secured bank credit agreement, and failure to correct this breach
within 30 days would constitute an event of default.

The companies are analyzed on a consolidated basis.  The Fort
Mill, South Carolina-based provider of business music services had
about $426 million in consolidated debt and $157 million in debt-
like preferred stock at Sept. 30, 2004.

"Although Muzak's filing delay and pending restatement of its
financial statements for 2002-2004 are not expected to affect the
company's EBITDA (adjusting for noncash impairment charges) or
cash flow, it prevents an updated assessment of the company's
ability to maintain compliance with its bank covenants," said
Standard & Poor's credit analyst Steve Wilkinson.

Muzak's liquidity, which has been a key rating concern, relies on
borrowing access under the company's $55 million revolving credit
facility.

The filing delay also prevents an updated assessment of Muzak's
success in addressing its weak earnings and correcting
implementation problems with its operational restructuring, which
are also important rating concerns.

The CreditWatch listing will be resolved pending a review of
Muzak's operations, cash flow, and liquidity following the filing
of the company's 10-K statement.


NATIONAL AUDIT: Trustee Sues to Recover Fraudulent Conveyances
--------------------------------------------------------------
William Leonard, the Chapter 7 Trustee overseeing the liquidation
of National Audit Defense Network sued the company's founder, Cort
Christie, to recover millions of dollars he says were improperly
transferred to Mr. Christie prior to the company's chapter 11
filing.  Nevada Corporate Headquarters Inc. and American Binder
Co., two companies under Mr. Christie's alleged control, are named
in the lawsuit as well.

In a separate lawsuit, Mr. Leonard wants more than $1 million he
says was fraudulently conveyed to Keyword Gold Inc. and its
principals, Dorian Reed and Joseph Prokop, while NADN was
insolvent.  The list of defendants in this lawsuit also includes
Keyword Gold's alleged successor company, Pacifica Labs, Inc., its
parent company, American Management Group, Inc., and Donald D.
Merritt.

The liquidation of National Audit Defense Network, which began in
May 2004, Kevin Rademacher at In Business Las Vegas relates,
followed a series of problems involving the company.  In 2002 both
the Federal Trade Commission and the Nevada attorney general's
office sued NADN, alleging it failed to honor money-back
guarantees.  The SEC made allegations that the company was
involved in a Ponzi scheme.  The IRS sought a Temporary
Restraining Order against the firm in April 2004.   The Department
of Justice said NADN was engaged in running a tax scam and filed
false federal income tax returns for customers, costing the
government an estimated $324 million.

National Audit Defense Network, providing tax strategy and audit
defense services to taxpayers, filed for chapter 11 protection on
June 11, 2003 (Bankr. D. Nev. Case No. 03-17306), and converted to
a chapter 7 liquidation proceeding.  Jeffrey I. Shaner, Esq., at
Jeffrey Ian Shaner, Ltd., in Las Vegas, represents the Debtor.
When NADN filed for bankruptcy, it estimated $1 million to
$10 million in assets and liabilities.


NATIONAL RV: UPS Capital Likely to Waive Credit Facility Default
----------------------------------------------------------------
National R.V. Holdings, Inc. (NYSE:  NVH) didn't deliver its
Annual Report on Form 10-K for the fiscal year 2004 to the
United States Securities and Exchange Commission before the
March 31, 2005, deadline.

Late in the course of finalizing the Company's financial results
for 2004 and in connection with its response to a "comment letter"
received from the SEC in connection with the SEC's statutory
review of the Company's SEC filings, management determined that
the Company had an error in the accounting for a correction of the
Company's self-insured reserves for estimated worker compensation
claims in the State of California.  As a result, the Company will
restate its previously issued financial statements for the 2002,
2001 and 2000 fiscal years in its Form 10-K for the year ended
December 31, 2004 to allocate the adjustment to the appropriate
years.

In addition, while reviewing its revenue recognition of a limited
number of motorhomes sold in the third and fourth quarters of 2004
with deferred payment arrangements, the Company determined that it
did not correctly recognize such revenue.  The Company will
restate its financial statements for the third quarter of 2004 by
amending its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004, and will adjust previously disclosed fourth
quarter financial information.  The Company is also seeking to
resolve other issues relating to the pending SEC comment letter.

Accordingly, the previously issued financial statements for the
fiscal year ended December 31, 2002, and the quarter ended
September 30, 2004, and financial information for the years ended
2001 and 2000 and for the fourth quarter of 2004 should not be
relied upon.  The decision to restate prior financial statements
was with the concurrence of the Company's Audit Committee on
March 31, 2005.  This conclusion was also discussed with the
Company's independent registered public accounting firm.

                 Workers' Compensation Reserves

During the fourth quarter in 2002, the Company changed its
methodology for calculating workers' compensation self-insurance
reserves.  The Company changed to an actuarial based method
involving incurred but not reported claims analysis from the
specific reserve method, which was not in accordance with
generally accepted accounting principles.  The total adjustment to
the reserve of $4.2 million was recorded in 2002 of which
approximately $2.3 million should have been recorded in prior
years.  The Company treated the change as a revision of an
estimate, but should have treated it as a correction of an error,
and restated prior years.  The Company is continuing to work to
finalize the amount and appropriate time frame of the adjustments.

         Third and Fourth Quarter 2004 Revenue Recognition

In addition, the Company also determined that its treatment of
revenue recognition relating to the sale of a limited number of
motorhomes in the third and fourth quarters of 2004 under a
deferred payment arrangement in which the Company held the
manufacturer's certificate of origin as security for payment was
incorrect.  On a preliminary basis, the Company believes that the
review will result in a restatement of approximately $4.2 million
in revenues previously recorded in the third quarter of 2004,
which would be recognized in the fourth quarter of 2004 and a
decrease of an estimated $0.02 earnings per share in the Company's
third quarter 2004.  Also, revenues of approximately $2.9 million
previously recognized in the fourth quarter 2004 will be
recognized in the first quarter of fiscal 2005 resulting in a net
increase of approximately $1.3 million in the Company's fourth
quarter 2004 revenues decreasing the net loss by an estimated
$0.01 per share.  The Company previously reported a net loss of
$0.09 per share in the fourth quarter of 2004. The Company has
recorded other adjustments since disclosing its financial results
for the 2004 fourth quarter.  These other adjustments, when
combined with the positive impact of the adjustment described
above, is not expected to result in a change to the Company's
previously reported loss per share for the 2004 fourth quarter.
The Company's reported cash flows will not be impacted by these
items.

                 Default Under Credit Facility

The Company is a party to a $15 million asset-based revolving
credit facility with UPS Capital Corporation that expires in
August 2005.  The Credit Facility contains certain covenants
which, among other things, requires the Company to provide UPSC
with audited financial statements for each year within 90 days
following the end of the year and to comply with related financial
statement covenants.  The Company's inability to satisfy these
covenants constitutes an event of default under the Credit
Facility, which if unremedied or not waived, would enable UPSC to
seek immediate repayment of all obligations.  UPSC has indicated
to the Company that it will furnish a written waiver of these
defaults. As a result of the expiration of the Credit Facility in
August, the Company is assessing its liquidity and ability to
continue as a going concern.  The Company believes that it will be
able to enter into a new credit facility that would extend beyond
December 31, 2005, although there can be no assurance that it will
be able to do so.

The Company's balance sheet dated Sept. 30, 2004, shows $152
million in assets, $60 million in liabilities, and a 2:1 liquidity
ratio, with $110 million of current assets available to pay $53
million of liabilities maturing within the next year.  The Company
reported $3.5 million of net income in the nine-month period
ending Sept. 30, 2004, following losses topping $40 million in
2003, 2002 and 2001.

              Sarbanes-Oxley Section 404 Assessment

As a result of the Company's assessment of its compliance with
Section 404 of Sarbanes-Oxley Act of 2004, the Company identified,
as of December 31, 2004, the following material weaknesses in the
Company's assessment of the effectiveness of internal control over
financial reporting:

   1.   Insufficient Personnel Resources and Technical Expertise
        Within the Company's Accounting Function

        As of December 31, 2004, the Company did not maintain
        effective controls over the financial reporting process at
        one of its divisions because of insufficient personnel
        resources and technical expertise within the accounting
        function.  This control deficiency resulted in:

        (a) errors in the preparation and review of schedules and
            reconciliations supporting the general ledger account
            balances.  As a result, errors were not detected in
            certain accrued liability   accounts, including sales
            and marketing, warranty, legal and workers'
            compensation, and the related income statement
            accounts, primarily cost of goods sold;

        (b) inadequate financial statement disclosures, primarily
            related to the sale of a division and capital leases;

        (c) accounting cutoff errors and an inability to properly
            and timely account for capital leases  entered  into
            during the year.  Accrued liabilities, property, plant
            and equipment, and the related income statement
            accounts, primarily cost of goods sold, selling,
            general and administrative, amortization and
            interest, were affected as a result of this
            deficiency;  and

        (d) inappropriate recognition of revenue in the third
            and fourth quarters of 2004.

        As a result of the control deficiency described, the
        Company is restating its third quarter 2004 financial
        statements.  This control deficiency also resulted in
        audit adjustments to the fourth quarter 2004 financial
        statements.  Additionally, this control deficiency could
        result in misstatements in the aforementioned accounts
        that would result in a material misstatement to the annual
        or interim consolidated financial statements that would
        not be prevented or detected.  Accordingly, management has
        determined that this control deficiency constitutes a
        material weakness.

   2.   Physical Inventory Process

        As of December 31, 2004, the Company did not maintain
        effective controls over the physical inventory process at
        one of its divisions.  Specifically, the Company did not
        have controls to ensure all of the individuals involved in
        the physical inventory process were properly trained and
        supervised and that discrepancies between quantities
        counted and the accounting records were properly
        investigated.  Further, the Company did not have controls
        to ensure the accounting records were adjusted to reflect
        the actual quantities counted during the physical
        inventory process.  As a result, the Company did not
        detect an error affecting inventory and cost of goods
        sold.  This control deficiency resulted in an audit
        adjustment to the fourth quarter 2004 financial
        statements.  Additionally, this control deficiency could
        result in a misstatement of inventory and cost of goods
        sold that would result in a material misstatement to the
        annual or interim consolidated financial statements that
        would not be prevented or detected.  Accordingly,
        management has determined that this control deficiency
        constitutes a material weakness.

   3.   Unrestricted Access to Programs and Data

        As of December 31, 2004, the Company did not maintain
        effective controls over access to application programs and
        data at one of its divisions.  Specifically, these
        deficiencies were noted:

        (a) there were instances in which financial accounting
            personnel had unrestricted access to financial
            application program and data and there were also
            instances in which the access granted to financial
            accounting personnel and information technology
            personnel did not comply with the Company's
            segregation of duties requirements;

        (b) the Company did not maintain effective controls over
            the access rights granted to information technology
            staff and the activities of these individuals were not
            subject to independent monitoring.  These control
            deficiencies did not result in an adjustment to the
            2004 interim or annual consolidated financial
            statements.  However, these control deficiencies could
            result in a misstatement to financial statement
            accounts that would result in a material misstatement
            to the annual or interim consolidated financial
            statements that would not be prevented or detected.
            Accordingly, management has determined that these
            control deficiencies constitute a material weakness.

The existence of one or more material weaknesses as of December
31, 2004, would preclude a conclusion that the Company's internal
control over financial reporting was effective as of that date.
Upon completion of its assessment, management expects to conclude
that the Company did not maintain effective internal control over
financial reporting as of December 31, 2004, based on criteria in
Internal Controls -- Integrated Framework.

Management's evaluation of its internal control over financial
reporting as of December 31, 2004, is not complete.  Further, upon
completion of its ongoing evaluation of internal control over
financial reporting the Company may identify additional control
deficiencies, and those deficiencies, alone or in combination with
others, may be considered additional material weaknesses.

The Company also expects that the report of its independent
registered public accounting firm will contain an adverse opinion
on the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004.

The Company has not finalized its review of the 2004 financial
statements and its assessment of internal controls.  There can be
no assurance that other financial statement issues will not arise.
At this time, although the Company is working as quickly as
possible to finalize its 2004 financial statements, the Company is
unable to predict when it will be in a position to file its Form
10-K for the fiscal year ended December 31, 2004.

                  About National R.V. Holdings, Inc.

National R.V. Holdings, Inc. -- http://www.nrvh.com/-- through
its two wholly owned subsidiaries, National RV, Inc., and Country
Coach, Inc., is one of the nation's leading producers of motorized
recreation vehicles.  NRV is located in Perris, California where
it produces Class A gas and diesel motor homes under model names
Dolphin, Islander, Sea Breeze, Tradewinds and Tropi-Cal.  CCI is
located in Junction City, Oregon where it produces high-end Class
A diesel motor homes under the model names Affinity, Allure,
Inspire, Intrigue, Lexa and Magna, and bus conversions under the
Country Coach Prevost brand.


NAVIGATOR GAS: Committee Has Until Sept. 15 to File Closing Report
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Navigator Gas
Transport plc and certain of its subsidiaries sought and obtained
an extension of the deadline for it to file a final report with
the U.S. Bankruptcy Court for the Southern District of New York.

The Committee is responsible for filing the closing report after
the Bankruptcy Court confirmed its First Amended Joint Plan of
Reorganization on March 17, 2004.  At that time, the parties
thought a final report could be filed in a year's time.

The Committee has some unresolved matters related to the winding
up proceedings of the Debtors' businesses in the Isle of Man as
well as the claims resolution process.

The Honorable Allan L. Gropper gives the Committee until Sept. 15,
2005, to file a closing report.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NEXEN INC: Paying Subord. Noteholders $0.459375 per Note on May 1
-----------------------------------------------------------------
Nexen Inc. disclosed the regular quarterly interest payment on its
7.35% Subordinated Notes due 2043 of $0.459375 per note, payable
May 1, 2005, to note holders of record on April 15, 2005.

The notes are listed for trading on the TSX: NXY.PR.B and the
NYSE: NXYPRB.

Nexen Inc. is an independent, Canadian-based global energy and
chemicals company.  Our common shares are listed on the Toronto
and New York stock exchanges under the symbol NXY.  The company is
uniquely positioned for growth in the UK North Sea, the deep-water
Gulf of Mexico, the Athabasca oil sands of Alberta, the Middle
East and offshore West Africa.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 10, 2005,
Standard & Poor's Ratings Services assigned its 'BBB-' senior
unsecured debt rating to Nexen Inc.'s two-tranche US$1.040 billion
bond issue.

Proceeds from the 10-year US$250 million issue, maturing in 2015,
and 30-year US$790 million issue, maturing in 2035, will be used
to repay a portion of the company's existing US$1.5 billion
acquisition bridge facility.  At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit and senior unsecured debt
ratings and its 'BB+' subordinated debt rating on the company.
S&P says the outlook is stable.


NORSTAN APPAREL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Norstan Apparel Shops Inc.
             dba Fashion Cents
             aka Fashion cents
             aka Artley's
             33-00 47th Avenue
             Long Island City, New York 11101-0000

Bankruptcy Case No.: 05-15265

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Norstan Delaware Corporation               05-15268

Type of Business: Norstan Apparel operates 229 retail stores
                  selling women's budget-priced apparel.  The
                  stores are located in 24 states throughout the
                  Midwestern, Midsouthern, Mid-Atlantic and
                  southeastern regions of the United States.

Chapter 11 Petition Date: April 8, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtors' Counsel: Jeff J. Friedman, Esq.
                  Merritt A. Pardini, Esq.
                  575 Madison Avenue
                  New York, New York 10022
                  Tel: (212) 940-7035
                  Fax: (212) 940-8776

Consolidated Financial Condition as of February 20, 2005:

      Total Assets: $19,637,000

      Total Debts:  $44,776,000

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
The CIT Group                               $1,268,996
1211 Avenue of the Americas, 13th Floor
New York, NY 10036
Attn: Corey Lehr
Tel: (212) 382-7284
Fax: (212) 382-7120

Jes & Joy (LUXUSA)                            $485,027
1100 South San Pedro Street C-13
Los Angeles, CA 90015
Attn: Richard Kim
Tel: (213) 749-8448
Fax: (213) 749-7338

Apollo Jeans                                  $392,388
1407 Broadway, Suite 2004
New York, NY 10018
Attn: Morris Alfakx
Tel: (212) 398-6585
Fax: (212) 398-7950

Milberg Factor                                $306,873
99 Park Avenue
New York, NY 10016
Attn: Maurice Sabony
Tel: (212) 697-4200
Fax: (212) 697-4866

Pure Design                                   $273,250
400 West 30th Street
Los Angeles, CA 90007
Attn: Charles Kim
Tel: (213) 745-6428
Fax: (213) 745-6368

UF Factor                                     $258,256
1400 Broadway, 14th Floor
New York, NY 10018
Attn: Gregory Alexander
Tel: (646) 383-8146
Fax: (212) 629-9223

Rosenthal & Rosenthal                         $237,364
1370 Broadway
New York, NY 10018

Prime Business Credit                         $226,323
1055 West 7th Street # 2200
Los Angeles, CA 90017

Finance 1                                     $220,320
888 South Figueroa # 1100
Los Angeles, CA 90017

Jes & Joy (Lux)                               $166,779
1015 South Crocker Street Q-5
Los Angeles, CA 90021

Capital Factors                               $165,481
1700 Broadway, 19th Floor
New York, NY 10019

Accutime Watch                                $147,501
1001 Avenue of the Americas, 6th Floor
New York, NY 10018

General Business                              $133,712
110 East 98th Street # A1131
Los Angeles, CA 90079

Silnor #2 LP                                  $129,109
c/o Silverman Realty
237 Mamaroneck Avenue
White Plains, NY 10605

Benny's                                       $118,857
1138 South Los Angeles Street
Los Angeles, CA 90015

Park Avenue                                   $112,281
820 Fourth Avenue
Brooklyn, NY 11232

GMAC                                          $111,464
1290 Avenue of the Americas
New York, NY

National Hanger Company                       $104,164
P.O. Box 818
North Bennington, VT 05257

Paxar Americas Inc.                            $97,855
P.O. Box 116779
Atlanta, GA 30368

Econoco Corporation                            $93,109
300 Karin Lane
Hicksville, NY 11801


NORTH AMERICAN: Moody's Rates Planned $115M Credit Facility at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to North American
Membership Group Inc.'s (NAMG) proposed $115 million senior
secured credit facility.  Moody's also assigned a senior implied
rating of B2, a senior unsecured issuer rating of B3 and a stable
outlook.  The ratings reflect significant leverage, significant
customer attrition rates consistent with the industry and modest
operating margins.  The ratings also reflect the company's large
and diverse membership base, long-term track record and solid
growth in long term memberships and product revenues.

Moody's assigned these first time ratings:

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

      * $95 million senior secured term loan facility due 2011,
        rated B2;

      * Senior implied rating, rated B2; and

      * Senior unsecured issuer rating, rated B3;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents and audited financial statements for the year ended
December 31, 2004.

NAMG is a wholly owned subsidiary of North American Membership
Group Holdings Inc., a company which is controlled by Doughty
Hanson & Company, the financial sponsor.  Proceeds from the $95
million term loan are expected to be used to pay a $48 million
distribution to the company's parent to redeem preferred stock,
repay existing senior secured indebtedness, pay transaction
expenses and for working capital purposes.  The revolver is
expected to be unused and fully available at closing.  Upon the
closing of the proposed financing, North American Membership Group
Holdings Inc. is expected to have about $54 million of preferred
stock outstanding.  The preferred stock will have no fixed
mandatory redemption date, will allow for cash dividends only
after the maturity of the senior secured credit facility and will
be redeemable at the option of the holder in the event of a change
in control.

The ratings reflect the challenges facing the company's membership
based business including significant customer attrition rates
consistent with the industry, modest growth of the membership base
and modest operating margins.  The company has historically spent
over 30% of sales on member marketing and retention expenses.  Due
to the high level of marketing expenses, operating margins are
relatively low at about 6% in 2004.

The company has managed to increase revenues and profitability
despite these challenges.  Revenues have increased from $180
million in 2002 to $211 million in 2004.  Operating income during
this time frame has grown from about $5 million to $12 million.
The growth in revenues and operating profits is mainly
attributable to the increased sale of long term memberships and
products.

Product revenues grew from about $80 million in 2002 to about $101
million in 2004, comprising 48% of 2004 revenues.  The sale of
books, videos and other targeted products represent a large
portion of the company's operating profit.  Product revenues have
benefited from the increase in long term members, who generally
respond more favorably to product offers.

The company has a long track record in the industry and a large
membership base.  At the end of 2004, the company had 4.5 million
active members and sponsored 10 clubs, the oldest of which was
started in 1978.  Club benefits include a magazine which is
generally distributed six to eight times a year, club web-site,
special events and product offers.  Club magazines are targeted to
the interests of club members and have circulations that are
generally strong within the special interest category.  The
company has minimal capital expenditure requirements.

The stable ratings outlook reflects Moody's expectation that
increased products sales and long term memberships will lead to
modest revenue growth and operating margin improvements.  Moody's
believes that it will be difficult for the company to
substantially grow its membership base due to continued
significant industry attrition rates and modest plans for new club
launches.  Free cash flow from operations is expected to be
utilized to reduce borrowings under the credit facility.

The ratings or outlook could be upgraded if significant membership
growth or stronger than expected product sales leads to
sustainable free cash flow to debt in the 8-10% range and a
reduction in debt to EBITDA to about 4 times.  The ratings or
outlook could be pressured if a decline in the membership base or
product revenues leads to reduced operating margins and free cash
flow from operations.

The B2 rating assigned to the proposed senior credit facility
reflects the first priority security interest in substantially all
the tangible and intangible assets of the company, including 100%
of the capital stock of domestic subsidiaries.  The term loan
amortizes at a rate of .25% a quarter with the balance payable at
maturity.  The credit facility has a cash flow sweep, initially
set at 50%, with a step down if the company achieves a specified
decline in its leverage ratio.

Free cash flow to debt pro forma for the new credit facility was
less than 5% in 2004 and is expected to be about 4%-5% in 2005.
Pro forma debt to EBITDA was about 5.9 times in 2004 and is
expected to be about 5.5 times in 2005.

North American Membership Group Inc, headquartered in Minnetonka,
Minnesota, is the largest club-based affinity marketing company
with about 4.5 million active members.  The company's revenues are
derived from membership fees, product sales, advertising in the
company's targeted magazines and other ancillary activities.
Revenue for the year ended December 31, 2004 was about $211
million.


NORTH AMERICAN: S&P Rates Proposed $115M Credit Facility at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to membership services provider North American
Membership Group Inc.  At the same time, Standard & Poor's
assigned its 'B' bank loan rating, and a recovery rating of '4',
to North American Membership's proposed $115 million credit
facility.  The rating and the recovery rating of '4' indicate an
expectation of marginal (25%-50%) recovery of principal in the
event of a payment default.

The proposed credit facility consists of a $20 million revolving
credit facility due 2010 and a $95 million Term Loan B due 2011.
Proceeds will be used to refinance existing debt, to purchase
Cendant Corp.'s stake in the company, to purchase a portion of
preferred shares, and for general corporate purposes.  The outlook
is stable.  Pro forma for the transaction, total debt outstanding
was $95.5 million on Dec. 31, 2004.

"The ratings reflect North American Membership's niche membership
market focus, its small EBITDA base, and some merchandising
risks," said Standard & Poor's credit analyst Andy Liu.  These
factors are only partially offset by the company's fairly stable
membership and product revenues, and good conversion of EBITDA to
discretionary cash flow.

North American Membership is a membership services provider, with
4.5 million active members in 10 clubs. Consumers join the
company's specialty interest clubs (such as hunting, fishing,
cooking, gardening, etc.) for modest fees.  In turn, the company
makes available to its members free and paid products and
services.  More than 45% of North American Membership's revenues
are from product sales, including sales of continuity programs,
specialty products, and ancillary programs.  Products sold by the
company include DVDs, books, and collectible coins.

The outlook is stable. The outlook assumes that the company will
have an adequate cushion of compliance under its bank covenants.
If not, the outlook will be revised to negative.


NORTHWEST AIRLINES: Deficits Prompt Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of NWA
Corp and Northwest Airlines Inc. on review for possible downgrade
(Senior Implied Rating is B2).  The company's SGL-2 Speculative
Grade Liquidity rating has been affirmed.  The review of the long
term ratings for possible downgrade was prompted by the ongoing
financial losses and deficit cash flow being experienced by the
company, and the expectation that continuing difficult business
conditions for the airline industry will preclude any meaningful
near term improvement in the company's performance.

In particular, Moody's believes that price competition in the US
airline industry coupled with higher than expected fuel costs
could preclude adequate earnings and cash flow generation at
Northwest, particularly in relation to upcoming debt maturities
and capital spending needs.  While the company maintains
considerable balance sheet liquidity, with unrestricted cash
balances of over $2.4 billion at December 31, 2004, liquidity
could begin to erode over the course of the coming year if the
company is unable to achieve needed labor and fuel cost reductions
and improve cash flow generation.

Moody's review will focus on the near-to-intermediate term
business outlook for Northwest.  Although overall airline
passenger volumes are at relatively high levels, aggressive
pricing competition among airlines has contained revenue growth
while sustained high fuel costs have continued to erode profits
and cash flow.  Moody's review will consider Northwest's
strategies to adapt to the current business environment, including
the company's ability to achieve needed reductions in its cost
structure.  The review will also consider the company's cash flow
outlook in relation to upcoming debt maturities and capital
investment requirements (all scheduled aircraft deliveries have
committed financing arrangements in place), and the degree to
which the company's liquidity profile could be eroded over time if
operating performance fails to improve.

Northwest's secured debt ratings, including Enhanced Equipment
Trust Certificates (EETC's) will be reviewed in relation to the
review of the underlying senior implied rating as well as to the
asset values of aircraft equipment that provide collateral support
for the transactions.  The potential ratings actions for these
transactions may be of greater or less magnitude than a change in
the underlying airline rating, if any.

Northwest's SGL-2 Speculative Grade Liquidity rating reflects the
company's strong cash and short term investment balances
(currently estimated by Moody's to be approximately $2.2 billion)
which provides an intermediate term cushion against weak cash
flow, the possibility of weaker than expected financial results in
2005 and debt maturities and pension obligations that must be met
over the next twelve months.

Last year the company refinanced and extended its fully drawn $975
million bank line of credit that was due to mature in October
2005.  Moody's assigned a B1 rating at that time to the credit
facility based upon the collateral supporting it (the rating is
currently under review for possible downgrade).  The term loan
facility consists of a $575 million Term Loan A that matures in
November 2009, and a $400 million Term Loan B that matures in
November 2010.  Although Moody's affirmed the company's SGL-2
rating, the rating agency noted that a downgrade in the SGL-2
rating could occur if Northwest is unable to maintain a liquidity
position in the $2.0 billion range during the course of 2005.

Ratings placed under review for possible downgrade are:

      * Northwest Airlines Corporation

           (1) B2 Senior Implied Rating
           (2) Caa2 Issuer rating


      * Northwest Airlines, Inc.

           (1) Caa1 rating on Senior Unsecured debt

           (2) (P)Caa1 and (P)Caa3 ratings for Senior Unsecured
               and Subordinated debt to be issued under the
               multiple seniority shelf,

           (3) B1 rating on the Secured Bank Credit Facility.

In addition, all ratings on Enhanced Equipment Trust Certificates,
except for Aaa ratings supported by monoline insurance policies,
were placed on review for possible downgrade.


NUTRAQUEST INC: Has Until Oct. 10 to File a Chapter 11 Plan
-----------------------------------------------------------
Nutraquest, Inc., sought and obtained an extension of the time
within which it alone can file a chapter 11 plan and solicit
acceptances of that plan.

The Debtor needs more time to resolve numerous civil actions
pending in several states and in Canada associated with the
company's Xenadrine RFA-1 dietary supplement.

The Honorable Raymond T. Lyons of the U.S. Bankruptcy Court for
the District of New Jersey gave Nutraquest until Oct. 10, 2005, to
file its plan, and until Dec. 8, 2005, to solicit acceptances of
that plan.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


OGLEBAY NORTON: SEC Approves Resale of Preferred & Common Shares
----------------------------------------------------------------
Oglebay Norton Company's (OTC Bulletin Board: OGBY) previously
filed Registration Statement on Form S-1 relating to the resale
of:

    -- up to 3,360,800 shares of its Series A Convertible
       Preferred Stock and

    -- up to 3,360,800 shares of its Common Stock,

which is issuable upon conversion of the Convertible Preferred
Stock by the holders of those securities, was declared effective
by the Securities and Exchange Commission on April 8, 2005.  The
Company will not receive any proceeds from the sale of these
securities.

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


OWENS CORNING: 22 Creditors Transfer $3,899,952 in Claims
---------------------------------------------------------
From January 1 through March 16, 2005, 22 creditors transferred
their claims against Owens Corning, aggregating $3,899,952, to
either Longacre Master Fund, Ltd., SPCP Group, LLC, Portia
Partners, LLC, or Contrarian Funds, LLC.

   Transferor               Transferee    Claim No.  Claim Amount
   ----------               ---------    ---------   ------------
   AES Engineering          Longacre                    $21,049
   American Minerals        Longacre                     28,164
   Ammeraal Beltech         Contrarian      4026        193,315
   Automated Handling       Longacre        3639         14,682
   Boehm, Inc.              Longacre       12288         16,660
   Chick Packaging          Contrarian      2936        199,650
   Cleveland Laminating     Longacre        2467        126,016
   Compucom Systems         Longacre        3141         25,436
   Condor Earth             Longacre        5903         49,678
   Foreland Refining        Longacre        3064        300,000
   Gaillard, Inc.           Longacre        6703         13,987
   Greystone Construction   Portia                          853
   Hometime Video           SPCP Group      6244        116,667
   Lonza, Inc.              SPCP Group                  600,000
   Mississippi Lime         Longacre           -        303,025
   Morgan Adhesives         Contrarian      3071        608,388
   Nesco Services Co.       Contrarian                   22,668
   New Pak Inc.             Portia                          296
   Plains Marketing,        Contrarian      7326      1,225,169
   Research Foundation      Contrarian                   25,000
   Trialvision              Portia                          526
   Texas Electric           Portia          2726          8,723

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 Nos.
102 & 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OZARK AIR: Ch. 7 Trustee Wants to Hire Mr. Ed's as Appraiser
------------------------------------------------------------
Patrick J. Malloy, the Chapter 7 Trustee overseeing the
liquidation of Ozark Air Lines, Inc. d/b/a Great Plains Airlines,
asks the U.S. Bankruptcy Court for the Northern District of
Oklahoma for permission to employ Mr. Ed's Auction Company as
appraiser.

Mr. Ed's will:

    (A) prepare an inventory of Ozark's office furniture,
        equipment, parts and inventory located at Tulsa
        International Airport;

    (B) appraise those assets; and

    (C) secure those assets.

Mr. Ed's will charge $100 per hour and look to the estate for
reimbursement of extraordinary expenses for securing the assets.

Mr. Ed's assures the Court that it holds no adverse interest in
this case and is well qualified to provide services to the
Trustee.

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that served Colorado
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville.  The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361).  The case converted to a
chapter 7 liquidation proceeding on March 11, 2005.  Sidney K.
Swinson, Esq., Jeffrey D. Hassell, Esq., and John D. Dale, Esq.,
at Gable & Gotwals represent the Debtor.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $10 million.


PEGASUS SATELLITE: Plan Confirmation Hearing Continued to Apr. 14
-----------------------------------------------------------------
The hearing to consider confirmation of Pegasus Satellite
Communications, Inc. and its debtor-affiliates' Plan of
Reorganization is continued to April 14, 2005, at 10:30 a.m.
(prevailing Eastern time) or as soon thereafter as counsel may be
heard.

As reported in the Troubled Company Reporter on Feb. 3, 2005, the
Debtors revised their Chapter 11 Plan and Disclosure Statement to
include, among other things, the estimated recovery of general
unsecured claims against Pegasus Satellite Communications, Inc.,
additional provisions regarding tax consequences of the Plan, and
a Liquidation Analysis.

The Debtors delivered their First Amended Plan and Disclosure
Statement to the United States Bankruptcy Court for the District
of Maine on January 31, 2005.

A full-text copy of the Debtors' 1st Amended Joint Plan is
available for free at:

         http://bankrupt.com/misc/Pegasus_1stAmendedPlan.pdf

A full-text copy of the Debtors' 1st Amended Disclosure Statement
is available for free at:

          http://bankrupt.com/misc/Pegasus_1stAmendedDS.pdf

                    Class 3A Estimated Recovery

Class 3A General Unsecured Claims against PSC will be paid a pro
rata share of the Liquidating Trust Interests or Liquidating
Trust Available Cash.  Estimated recovery is 56% to 60%.  The
estimate corresponds to a recovery of 58-62 cents on the dollar on
the principal amount of the Senior Notes (excluding accrued and
unpaid prepetition interest).  The actual recovery of Holders of
Claims in Class 3A may be higher or lower than the estimates
provided depending on a number of factors, including, without
limitation, the actual proceeds from the sale of the Broadcast
Assets (if such a sale is consummated), the actual aggregate
amount of Allowed Claims in Classes 3A, 3B, 3C and 3D and the
actual aggregate amount of Allowed Administrative Claims.

                          Tax Consequences

The U.S. federal income tax consequences in connection with the
Plan are complex and are subject to significant uncertainties.
The Debtors have not requested, nor do they expect to request, a
ruling from the Internal Revenue Service or an opinion of counsel
with respect to any of the tax aspects of the Plan.  Thus, no
assurance can be given as to any particular interpretation that
the IRS may adopt with respect to various tax aspects of the
Plan.

                        Liquidation Analysis

The Liquidation Analysis indicates the values which may be
obtained by Classes of Claims upon disposition of the Debtors'
assets, pursuant to a Chapter 7 liquidation, as an alternative to
the orderly sale of the business as a going concern and any
remaining assets under the Plan, and is based on certain
assumptions.

A full-text copy of the Debtors' Liquidation Analysis is available
for free at:

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

The Liquidation Analysis has been prepared assuming that the
Chapter 11 Cases convert to Chapter 7 proceedings on March 31,
2005, and the Debtors' assets are liquidated.  The Liquidation
Analysis is based on the unaudited book values for those assets as
of November 30, 2004, unless otherwise stated, for each of the
Debtors, and these book values are assumed to be representative of
the Debtors' assets and liabilities as of the Liquidation Date.

In accordance with the Plan, the Liquidation Analysis presents
separately the Liquidation Analysis of:

    (1) the PST Debtors:

        -- Argos Support Services Company,
        -- Carr Rural TV, Inc.,
        -- DBS Tele-Venture, Inc.,
        -- Digital Television Services of Indiana, LLC,
        -- DTS Management, LLC,
        -- Golden Sky DBS, Inc.,
        -- Golden Sky Holdings, Inc.,
        -- Golden Sky Systems, Inc.,
        -- Henry County MRTV, Inc.,
        -- Pegasus Satellite Television of Illinois, Inc.,
        -- Pegasus Satellite Television, Inc.,
        -- Primewatch, Inc.,
        -- PST Holdings, Inc., and
        -- South Plains DBS, LP

    (2) the PBT Debtors:

        -- Bride Communications, Inc.,
        -- B.T. Satellite, Inc.,
        -- HMW, Inc.,
        -- Pegasus Broadcast Associates, L.P.,
        -- Pegasus Broadcast Television, Inc.,
        -- Pegasus Broadcast Towers, Inc.,
        -- Portland Broadcasting, Inc.,
        -- Telecast of Florida, Inc.,
        -- WDSI License Corp.,
        -- WILF, Inc.,
        -- WOLF License Corp., and
        -- WTLH License Corp.

    (3) Pegasus Media & Communications, Inc.

    (4) Pegasus Satellite Communications, Inc.

The Liquidation Analysis excludes all non-Debtor affiliates of the
Debtors.

The Liquidation Analysis represents an estimate of recovery values
and percentages based on hypothetical liquidations whereby a
Chapter 7 trustee would be appointed by the Bankruptcy Court to
convert the Debtors' assets into cash.  The determination of the
hypothetical proceeds to be obtained from the liquidation of
assets is an uncertain process involving the extensive use of
estimates and assumptions that, although considered reasonable by
the Debtors, are inherently subject to significant business,
economic and competitive uncertainties and contingencies beyond
the Debtors' control.

Accordingly, neither the Debtors nor any of their advisors make
any representation or warranty that the actual proceeds realized
in a Chapter 7 liquidation would or would not correspond to
results represented in the liquidation analysis.  Actual results
could vary materially.

In the Liquidation Analysis, all operations of the Debtors are
assumed to cease immediately upon conversion to a Chapter 7
liquidation.  All Debtors would liquidate simultaneously (except
for the PST Debtors whose assets are assumed to be converted to
Cash prior to the Liquidation Date) and their assets would be
disposed of primarily through sale, liquidation or termination, as
appropriate.  The Liquidation Analysis does not contemplate the
sale of the Broadcast Assets or any of the PBT Debtors' television
broadcasting stations as going concern businesses.  The
Liquidation Analysis does not include recoveries resulting from
any potential preference claims, fraudulent conveyance litigation,
or other avoidance actions.

Based on the Liquidation Analysis, it appears that, on
liquidation, unsecured creditors in Class 3A would receive only
between 47 and 49 cents on the dollar, significantly below the
estimated recovery under the Plan -- which is 58 to 62 cents on
the dollar.

                    Alternative Chapter 11 Plan

If the Plan is not confirmed, the Debtors or any other party-in-
interest may attempt to formulate an alternative chapter 11 plan,
which might provide for the liquidation of the Debtors' remaining
assets other than as provided by the Plan.  Any attempt to
formulate an alternative chapter 11 plan would unnecessarily delay
creditors' receipt of Distributions yet to be made and, due to the
incurrence of additional administrative expenses during that
period of delay, may provide for smaller Distributions to Holders
of Allowed Claims than are currently provided for in the Plan.
Accordingly, the Debtors believe that the current Plan will enable
all creditors to realize the greatest possible recovery on their
Claims with the least delay.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Court Lets Committee Prosecute Avoidance Actions
----------------------------------------------------------------
Gilbert R. Saydah, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that Pillowtex Corporation and its debtor-
affiliates are currently reviewing their strategic alternatives,
with a view to preserving value through a reorganization.  Among
other alternatives, the Debtors are pursuing potential business
arrangements with respect to certain of the Debtors' real
properties.  This review, Mr. Saydah says, is being conducted by
the Debtors in consultation with, and with the participation of,
the Official Committee of Unsecured Creditors and its advisors.

                         Avoidance Actions

The Debtors diligently have sought to maximize the value of their
bankruptcy estates for the benefit of their creditors.  The
Debtors' estates include potential causes of action to:

     (i) avoid prepetition transfers under Sections 544, 547 and
         548 of the Bankruptcy Code,

    (ii) avoid unauthorized postpetition transfers under Section
         549, and

   (iii) recover those transfers under Section 550.

The Debtors and the Committee have analyzed the nature and extent
of the Avoidance Actions and have identified more than 100
potential claims.  After much deliberation, they agree that the
Committee's counsel will prosecute the Avoidance Actions, as it
is the creditors who hold the pecuniary interest in the Avoidance
Actions.  Although the Committee will act as the primary estate
representative in prosecuting the Avoidance Actions, the Debtors'
counsel will pursue any claims against members of the Committee
and any other claims where the Committee's counsel would have a
conflict.

                   Prepetition Insurance Policies

Prior to July 30, 2003, the Debtors maintained several insurance
policies for the benefit of the Debtors and their officers and
directors.  Among other things, the D&O Policies provide
insurance coverage to the Officers and Directors for monetary
judgments and settlements arising out of their activities as the
Debtors' officers or directors.

The Committee believes that the Debtors' estates may possess
valuable causes of action against the Officers and Directors for
which the D&O Policies would provide insurance coverage in the
event of a judgment or settlement.  However, the Debtors'
management may in certain cases have a potential conflict that
would prevent the Debtors from pursuing the causes of action.

                 Committee as Estate Representative

Pursuant to Section 1109(b) of the Bankruptcy Code, the Debtors
and the Committee ask Judge Walsh to appoint the Committee as
representative of the Debtors' estates and confer standing on the
Committee to:

    (a) investigate and, if determined that a valuable cause of
        action exists, prosecute certain causes of action
        pertaining to several insurance policies for the benefit
        of the Debtors and their officers -- with the Debtors'
        prior consent, or if that consent is not available, with
        the Court's permission; and

    (b) investigate, prosecute, defend or otherwise resolve any
        and all Avoidance Actions that may be pursued for the
        benefit of the Debtors' estates and creditors.

According to Mr. Saydah, Section 1109(b) provides, in pertinent
part, that the Committee "may raise and may appear and be heard
on any issue in" the Debtors' Chapter 11 cases.  "Courts have
interpreted this section of the Bankruptcy Code as conferring
authority upon the court to appoint a committee as the estate
representative with respect to the prosecution of claims where
the debtor-in-possession cannot or will not prosecute the
claims," Mr. Saydah says.

                           *     *     *

Judge Walsh appoints the Committee as representative of the
Debtors' estates for the purpose of investigating the potentially
valuable D&O Causes of Action, and prosecuting, defending or
otherwise resolving the Avoidance Actions.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts.  (Pillowtex Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PUBLICARD INC: Deloitte Expresses Going Concern Doubts
------------------------------------------------------
PubliCARD, Inc. (OTCBB:CARD) reported its financial results for
the three months and year ended December 31, 2004.

Revenues for the fourth quarter of 2004 increased to $1,279,000,
compared to $758,000 a year ago.  Foreign currency changes had the
effect of increasing revenues by 18%.  Excluding the impact of
foreign currency changes, revenues in 2004 increased by 50%.
Revenues in 2004 benefited from an increase in direct sales to
customers located in the United Kingdom and an improvement in
shipments to distribution partners located in the United States.
The Company reported a net loss for the quarter ended December 31,
2004 of $491,000, or $0.02 per share, compared with a net loss of
$915,000, or $0.04 per share, a year ago.  The 2003 results
include a gain of $2,885,000 relating to an insurance settlement
and a charge of $3,000,000 to write-down the investment in a
minority-owned company.  As of December 31, 2004, cash and short-
term investments totaled $1,943,000.

For the year ended December 31, 2004, revenues were $4,395,000
compared to $4,781,000 a year ago.  Foreign currency changes had
the effect of increasing revenues by 10%.  Excluding the impact of
foreign currency changes, revenues in 2004 decreased by 18% driven
principally by a decline in shipments to distribution partners
located in the United States and elsewhere outside of Europe.  The
Company reported a net loss of $4,859,000, or $0.20 per share, for
the year ended December 31, 2004 compared with a net loss of
$1,593,000, or $0.07 per share, in 2003.  The 2004 results include
a $2,739,000 non-cash loss on the termination of the Company's
frozen defined benefit pension plan and a gain of $647,000
relating to the assignment to a third party of certain insurance
claims against a group of historic insurers.  The 2003 results
include the $3,000,000 minority-owned investment charge and a
total gain of $4,590,000 relating to three separate settlements
with various historical insurers that resolve certain claims
(including certain future claims) under policies of insurance
issued to the Company by those insurers.

                        Going Concern Doubt

PubliCARD has incurred operating losses, a substantial decline in
working capital and negative cash flow from operations for a
number of years.  The Company has also experienced a substantial
reduction in its cash and short-term investments, which declined
from $17.0 million at December 31, 2000, to $1.9 million at
December 31, 2004.  The Company also had a $5.2 million
shareholders' deficiency December 31, 2004.

These conditions prompted DELOITTE & TOUCHE LLP to raise
substantial doubt about the Company's ability to continue as a
going concern when the auditing firm completed its review of the
Company's 2004 financial statements.

                         Bankruptcy Warning

"Additional capital will be necessary in order to operate beyond
December 31, 2005," the Company says, "and to fund the current
business plan and other obligations."  PubliCARD says it is
considering various funding alternatives.  PubliCARD says that if
it can't raise additional capital to continue its present level of
operations it is not likely to be able to meet its obligations . .
. and is likely to lead the Company to seek bankruptcy protection.

                       About PubliCARD, Inc.

Headquartered in Manhattan, PubliCARD -- http://www.publicard.com/
-- designs smart card solutions for educational and corporate
sites through its Infineer Ltd. subsidiary.


RAMP CORP: Auditors Express Going Concern Doubt in Annual Report
----------------------------------------------------------------
BDO Seidman, LLP expressed substantial doubt about Ramp
Corporation's (Amex: RCO) ability to continue as a going concern
after it completed an audit of the company's financial statements
for the fiscal year ended Dec. 31, 2004.  The company delivered a
copy of its annual report to the Securities and Exchange
Commission last week.  The Company's independent auditors issued
the going concern qualification due to the Company's recurring
operating losses.  The Company has had a going concern opinion
each year for the past 3 years.

"The Company has incurred operating losses for the past several
years, the majority of which are related to the development of the
Company's healthcare connectivity technology and related marketing
efforts," Ramp disclosed in its Annual Report.  "These losses have
produced operating cash flow deficiencies, and negative working
capital."

At Dec. 31, 2004, Ramp Corporation's balance sheet showed a
$3,229,000 stockholders' deficit, compared to $5,997,000 of
positive equity at Dec. 31, 2003.

                        About the Company

Ramp Corporation -- http://www.Ramp.com/-- through its wholly
owned HealthRamp subsidiary, markets the CareGiver and CarePoint
suite of technologies.  CareGiver allows long term care facility
staff to easily place orders for drugs, treatments and supplies
from a wireless handheld PDA or desktop Internet web browser.
CarePoint enables electronic prescribing, Internet-based
communication, data integration and transaction processing over a
handheld device or browser, at the point-of-care.  HealthRamp's
products enable communication of high value-added healthcare
information among physician offices, pharmacies, hospitals,
pharmacy benefit managers, health management organizations,
pharmaceutical companies and health insurance companies.


RESIDENTIAL ASSET: Fitch Ups Ratings on 3 Mort. Certs. & Affirms 5
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Residential Asset
Mortgage Products, Inc. mortgage pass-through certificates:

   Series 2002-RM1 group 1:

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

   Series 2002-RM1 group 2:

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

   Series 2002-RM1 group 3:

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

   Series 2003-RM1:

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

The upgrades, affecting approximately $16 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.  As of the
March 2005 distribution date, the credit enhancement for the
upgraded classes increased to between 2.4 times and 9x the
original credit enhancement levels.

The affirmations, affecting approximately $218 million of
outstanding certificates, are due to pool performance credit
enhancement levels consistent with expectations.

The pool factors (current mortgage loans outstanding as a
percentage of the initial pool) for 2002-RM1 and 2003-RM1 were 21%
and 39%, respectively.

The collateral on these deals primarily consists of 15- to 30-year
fixed-rate and adjustable-rate mortgages secured by first liens on
one- to four-family residential properties.

Further information regarding delinquencies, losses, and credit
enhancement is available on the Fitch ratings web site at
http://www.fitchratings.com/


SELENA ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Selena Enterprises, Inc.
        2132 Caniff
        Hamtramck, Michigan 48212

Bankruptcy Case No.: 05-50416

Chapter 11 Petition Date: April 4, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Kurt Thornbladh, Esq.
                  301 International Manor
                  6200 Schaefer
                  Dearborn, Michigan 48126
                  Tel: (313) 943-2678

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


SHENANDOAH ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Shenandoah Associates Ltd. Partnership
        dba The John S. Perry House
        932 Hungerford Drive, Suite 17B
        Rockville, Maryland 20850

Bankruptcy Case No.: 05-18130

Chapter 11 Petition Date: April 7, 2005

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Janet M. Nesse, Esq.
                  Morrison & Hecker, LLP
                  1150 18th Street, Northwest, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100

Total Assets: $5,499,509

Total Debts:  $2,272,376

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


SHOPKO STORES: Acquisition Cues Fitch to Put Ratings on Watch Neg.
------------------------------------------------------------------
Fitch has placed its ratings on ShopKo Stores Inc. on Rating Watch
Negative following the announcement that the company has signed a
definitive agreement to be acquired by private equity firm Goldner
Hawn Johnson & Morrison Incorporated.  Fitch rates ShopKo's senior
unsecured notes 'B' and senior secured bank facility rating 'BB-'.

As currently structured, Goldner Hawn and Johnson & Morrison
Incorporated will acquire ShopKo for approximately $1 billion,
comprising $715.2 million in cash and the assumption of $330
million debt.  The cash portion of the transaction will fund the
acquisition of ShopKo's 29.8 million common shares for $24.00 per
share.  The deal is expected to close during the second quarter of
2005.

The Rating Watch Negative considers Fitch's assumption that the
acquisition will be financed with a material debt component.
ShopKo's adjusted debt to EBITDAR was 2.3 times and EBITDAR
coverage of interest plus rents was 4.0x for the year ended Jan.
29, 2005.  Fitch's resolution of the Rating Watch Negative will
consider any equity component of the transaction, as well as
proceeds from asset sales that could reduce the debt component.
ShopKo owns approximately 52% of its 359 stores.  Also of
importance will be Fitch's evaluation of the company's competitive
operating environment, as the company faces a dramatic increase of
Wal-Mart discount stores and supercenters in the upper Midwest,
and as a highly promotional retail strategy could place pressure
on near-term operating margins.


SHOPKO STORES: $1 Bil. Goldner Hawn Sale Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Shopko
Stores Inc., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.  This follows the
company's announcement that it has agreed to be acquired by a
private equity investment firm.  The company is being acquired by
an affiliate of Goldner Hawn Johnson & Morrison Inc. for about $1
billion, including assumed debt of about $330 million.

Commitment letters have been obtained for all necessary debt
financing from Bank of America.  The transaction is subject to
approval by Shopko's shareholders and other customary conditions,
including regulatory approvals.  The acquisition is expected to be
completed in Shopko's second fiscal quarter ending July 2005.

"Although the specifics of the new capital structure are not clear
at this time, the company is expected to add incremental debt to
finance the buyout," said Standard & Poor's credit analyst Mary
Lou Burde.  "Accordingly, debt leverage is expected to rise from
its level of 2.1x at January 2005.  We will assess the impact on
the rating as more information becomes available."


SOLUTIA INC: Gets Court Nod to Shut Down Acrylic Fiber Business
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York allows
Solutia, Inc., and its debtor-affiliates to exit from their
acrylic fibers business.

As reported in the Troubled Company Reporter on Jan. 26, 2005, the
company's plant in Decatur, Alabama, will continue to operate as a
producer of chemical intermediates for use in nylon products, but
will close its acrylic fiber operation in early-to-mid April.
This action will impact approximately 250 Solutia employees and
200 contractors, most of whom work at the Decatur plant.

"Despite the tremendous efforts of those within our acrylic
business to reduce costs and improve productivity, the business
has simply been unable to compete as fiber and textile
manufacturing has moved outside the United States," said John
Saucier, president of Solutia's Integrated Nylon platform.  "In
the coming weeks, we will work diligently to ensure our employees
impacted by this event are treated fairly, and to support our
customers as they transition to other suppliers."

Jeffry N. Quinn, president and CEO of Solutia Inc., stated, "A key
component of our reorganization strategy is to re-shape our asset
portfolio so that it consists of high-potential businesses
leveraged on Solutia's core competencies that can consistently
deliver returns in excess of their cost of capital.  Exiting the
acrylic fiber business, which in recent years has been rendered
unprofitable due to low-cost foreign competition, declining global
demand trends and sustained high raw material prices, is our most
recent step forward in implementing this 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)


SOUTH BALDWIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: South Baldwin Plaza Associates, LTD
        5001 Curry Road
        Pittsburgh, Pennsylvania 15236
        Tel: (412) 653-1880

Bankruptcy Case No.: 05-23894

Chapter 11 Petition Date: March 31, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judge Thomas P. Agresti

Debtor's Counsel: Robert G. Boyle, Esq.
                  GBU Building - Suite 348
                  4232 Brownsville Road
                  Pittsburgh, Pennsylvania 15227
                  Tel: (412) 884-0770
                  Fax: (412) 884-3550

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

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

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


SPITZERS HEBREW: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Spitzer's Hebrew Book & Gift Center, Inc
        21790 West 11 Mile Road
        Southfield, Michigan 48076

Bankruptcy Case No.: 05-48943

Type of Business: The Debtor operates bookstores and sells
                  religious goods and Church supplies

Chapter 11 Petition Date: March 22, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker Phillip J. Shefferly

Debtor's Counsel: Robert A. Peurach, Esq.
                  Fitzgerald & Dakmak, P.C.
                  Sixth Floor, Ford Building
                  Detroit, Michigan 48226
                  Tel: (313)-964-0800
                  Fax: 313-964-0581

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


STORAGE COMPUTER: Can't Afford to Complete 2004 Financial Audit
---------------------------------------------------------------
Storage Computer Corporation (OTC: SOSO), delayed reporting its
audited financial results and filing its Form 10-K for year ended
December 31, 2004, because the company doesn't have the financial
resources to complete the 2004 audit and can't find anyone who'll
lend those funds.

Sullivan Bille, P.C., in Tewksbury, Mass., the company's auditing
firm, expressed doubt about the Storage Computer's ability to
continue as a going concern when it reviewed the company's 2003
financial statements.  The auditing firm pointed to the company's
recurring losses and negative cash flows from operations.

Computer Storage says it is currently pursuing an opportunity that
would provide new financing.  The company cautions that there's no
assurance it'll be able to obtain new financing and, if new
financing is obtained it could result in significant dilution to
existing shareholders.

Storage Computer says it is unable to determine at this time a
date certain by which it expects to file its Form 10K and report
audited financial results for the quarter and year ended December
31, 2004.  The Company projects it will report a $3.5 million net
loss for 2004, which follows a $4.7 million net loss in 2003.
The Company's projected balance sheet at Dec. 31, 2004, shows
$4.4 million in assets and liabilities totaling $5.1 million.

                About Storage Computer Corporation

Storage Computer Corporation (AMEX:SOS) -- http://www.storage.com/
-- is a provider of high performance storage software solutions
focused on developing advanced storage architectures to address
the emerging needs of  high-bandwidth and other "performance-
impaired" applications.  Storage Computer's technology supports a
variety of applications including advanced database activities,
wide area networked storage and sophisticated business continuity
topologies.


STRUCTURED FINANCE: Fund Reduction Cues Moody's to Cut Rating
-------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class of
securities issued by Structured Finance Advisors ABS CDO III, Ltd.
The U.S. $12,500,000 Preference Shares due 2037 have been
downgraded from Ba3 to B3.

The reduction in the rating of the Preference Shares is due to a
combination of factors, including the deterioration over time of
the credit quality of the portfolio of primarily asset-backed
securities.  It is also due to reductions in funds available for
distribution to the Preference Shares due to reduction in the size
and weighted average coupon of the portfolio, past reductions in
distributions to the Preference Shares due to breaches of the
overcollateralization tests and a slight reduction in the
diversity of the portfolio.

The rating assigned to the Preference Shares addresses only the
ultimate receipt of the $12,500,000 liquidation preference plus a
2% annual yield and does not address any other distributions or
payments.  As of the January 2005 distribution date, the holders
of the Preference Shares have received approximately one half of
the liquidation preference.


THISTLE MINING: Mails CCAA Plan Documents to Impaired Creditors
---------------------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) filed a material
change report with the Canadian securities regulators, attached to
which are copies of these materials that have been mailed to
Thistle's known affected creditors:

   (1) notices to the two classes of Thistle's affected creditors,
       being the Meridian Creditors (the holders of claims in
       respect of Thistle's senior secured indebtedness) and the
       Noteholder Creditors (consisting of the holders of claims
       relating to notes issued by Thistle), regarding a meeting
       of those creditors scheduled to be held in Toronto on May
       3, 2005;

   (2) the Thistle plan of compromise and reorganization dated
       March 24, 2005 pursuant to the CCAA and the Business
       Corporations Act (Yukon);

   (3) the Thistle information circular dated April 4, 2005, with
       respect to the Plan;

   (4) forms of proxy for Meridian Creditors and Noteholder
       Creditors;

   (5) meeting and proxy instructions to Meridian Creditors and
       Noteholder Creditors; and

   (6) a notice of sanction motion.

Copies of the materials that were mailed to Thistle's known
affected creditors are also available on the website of the
Monitor, being PricewaterhouseCoopers Inc., at

     http://www.pwc.com/brs-thistlemining

                        Terms of the Plan

As reported in the Troubled Company Reporter on April 1, 2005, the
plan provides for, inter alia:

   (1) Two classes of affected creditors:

       (a) Class One, being the Meridian Creditors, the holders of
           claims in respect of Thistle's senior secured
           indebtedness; and

       (b) Class Two, being the Noteholder Creditors, consisting
           of the holders of claims relating to notes issued by
           Thistle.

   (2) The sale by Meridian Creditors to Thistle, or its security
       agent, of:

       (a) debt owing to Meridian Creditors by Thistle's
           subsidiaries totalling approximately US$54.2 million
           and interest thereon guaranteed by Thistle, and
           security therefor; and

       (b) debt owing to Meridian Creditors by a subsidiary of
           Thistle totalling approximately CDN$3.93 million and
           interest thereon.

   (3) In consideration for such sale, the Meridian Creditors will
       receive from Thistle, in aggregate:

       (a) secured notes evidencing indebtedness of US$20 million;

       (b) secured notes evidencing indebtedness of CDN$3.93
           million; and

       (c) 70% of Thistle's post-implementation equity.

   (4) The compromise of all claims of Noteholder Creditors,
       totalling principal of US$24,850,000 and interest thereon,
       in consideration for which Noteholder Creditors will
       receive 25% of Thistle's post-implementation equity.

   (5) The consolidation of existing shares of Thistle such that
       existing shareholders will retain 5% of Thistle's post-
       implementation equity.

   (6) The delivery by Thistle to Meridian Creditors of secured
       notes evidencing the debtor-in-possession financing which
       remains outstanding on implementation of the plan.

   (7) Releases in favour of the directors and other parties from
       all claims, except that the releases in favour of directors
       exclude claims that:

       (a) relate to contractual rights of creditors; or

       (b) are based on allegations of misrepresentation or of
           wrongful or oppressive conduct.

All Thistle's creditors, other than Meridian Creditors and
Noteholder Creditors, are unaffected creditors under the plan.
The plan provides that unaffected creditors will be paid in full
by Thistle.

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

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.


TOM'S FOODS: Greenberg Traurig Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Tom's Foods Inc. permission to employ Greenberg Traurig, LLP, as
its general bankruptcy counsel.

Greenberg Traurig will:

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

   b) negotiate, draft and pursue the approval of a disclosure
      statement and the confirmation of a plan of reorganization;

   c) prepare on behalf of the Debtor all applications, motions,
      answers, orders, reports and other legal papers necessary to
      the administration of its estate;

   d) appear in Court hearings to protect the Debtor's interests
      and attend all meeting and negotiations with representatives
      of the creditors, the U.S. Trustee, and other parties in
      interest;

   e) assist the Debtor in any disposition or sale of assets and
      provide all other legal services appropriate and necessary
      in its chapter 11 case.

David B. Kurzweil, Esq., a Shareholder at Greenberg Traurig, is
the lead attorney for the Debtor.  Mr. Kurzweil discloses that the
Firm received a $350,000 retainer.  Mr. Kurzweil charges $450 per
hour for his services.

Mr. Kurzweil reports Greenberg Traurig's professionals bill:

    Professional               Designation      Hourly Rate
    ------------               -----------      -----------
    Scott D. Cousins           Shareholder         $550
    James R. Sacca             Shareholder         $450
    Monica L. Loftin           Associates          $440
    Victoria W. Couniban       Associates          $410
    William E. Chipman, Jr.    Associates          $370
    Dennis a. Meloro           Associates          $260
    John D. Elrod              Legal Assistant     $230
    Sandy Bratton              Paralegal           $155
    Carolyn Fox                Paralegal           $155

Mr. Kurzweil reports Greenberg Traurig's other professionals bill:

    Designation                   Hourly Rate
    -----------                   -----------
    Shareholders                  $235 - $750
    Associates                    $130 - $480
    Legal Assistants/Paralegals    $65 - $230

Greenberg Traurig assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  When the Debtor filed for protection
from its creditors, it listed total assets of $93,100,000 and
total debts of $79,091,000.


TOM'S FOODS: Look for Bankruptcy Schedules on May 20
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Tom's Foods Inc. more time to file its Schedules of Assets and
Liabilities, Schedules of Current Income and Expenditures,
Statements of Financial Affairs, and Schedules of Executory
Contracts and Unexpired Leases.  The Debtor has until
May 20, 2005, to file those documents.

The Debtor explained that it needed more time to file its
Schedules and Statements due to:

   a) the substantial size and complexity of its organization
      and the tremendous volume of materials that must be
      assembled and compiled;

   b) the multiple locations of the information for the Schedules
      and Statements, and the limited staff available to review
      and prepare those information; and

   c) the Debtor and its employees must devote their time and
      attention to the business operations during the first
      critical months of the bankruptcy case in order to maximize
      the value of the estate.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TORCH OFFSHORE: Selling Certain Assets to Cal Dive for $92 Million
------------------------------------------------------------------
Cal Dive International, Inc. (Nasdaq: CDIS) entered into an asset
purchase agreement with Torch Offshore, Inc. (OTC Pink Sheets:
TORCQ).  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."

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.

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.


TRAILER DEPOT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Trailer Depot, Inc.
        dba Trailer Connection
        dba Boat and Trailer Depot
        dba Trailer Depot
        3645 Highland Road
        Waterford, Michigan 48328

Bankruptcy Case No.: 05-50715

Type of Business: The Debtor does business dealing recreational
                  vehicles.

Chapter 11 Petition Date: April 6, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Charles D. Bullock, Esq.
                  29200 Southfield Road, Suite 210
                  Southfield, Michigan 48076
                  Tel: (248) 423-8200

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


TRUMP HOTELS: Onyx Allowed to Pursue New Jersey Litigation
----------------------------------------------------------
In January 2005, Onyx Acceptance Corporation filed an unsecured
claim against Trump Taj Mahal Associates for $1,690,853,
asserting damages, fees and expenses arising out of the Debtor's
breach of obligations in connection with a December 2001 hotel
group reservation.

Trump Taj Mahal indicated that the Onyx Claim will be subject of
an objection.

In March 2005, Onyx objected to the Debtors' Plan.  Onyx
complained that the Plan unfairly fails to provide it, and other
members of Class 7, with any reasonable estimate or projection of
the timetable to be used to determine the claims.

To resolve the disputes between them, Onyx and Trump Taj Mahal
agree that the automatic stay will be modified to the extent
necessary to allow Onyx to proceed in that certain litigation
pending in the Superior Court of New Jersey, Law Division, in
Burlington County so as to liquidate the Onyx Claim and convert
it to an allowed Class 7 Claim under the Plan.  Onyx's
Confirmation Objection is deemed withdrawn.

The Court approves the parties' stipulation.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


U.S. FLOW: Ch. 7 Trustee Taps Stites & Harbison as Special Counsel
------------------------------------------------------------------
The Honorable Judge James D. Gregg of the U.S. Bankruptcy Court
for the Western District of Michigan, Southern Division, gave
Thomas A. Bruinsma, the Chapter 7 trustee overseeing the
liquidation of U.S. Flow Corporation, permission to engage Stites
& Harbison PLLC as his Special Counsel.

In April 2003, Stites & Harbison PLLC was retained to represent
U.S. Flow Corporation in an Indiana state court collection action
against Ansert Mechanical Contractors, Inc., and Joan A. Ansert,
as the guarantor of the debt owed by Ansert Mechanical
Corporation.

Mr. Bruinsma tells the Court that Stites & Harbison is being
retained as special counsel, nunc pro tunc to April 2003, to
compensate it for services provided in procuring funds for the
Debtor's estate post-petition in the Indiana State Court
litigation.

To the best of the Trustees knowledge, information and belief,
Stites & Harbison PLLC:

      (a) does not have any connection with the Debtor, its
          affiliates, this Court, the United States Trustee, any
          person employed in the Office of the United States
          Trustee, or their respective attorneys and
          accountants;

      (b) is a "disinterested person"; and

      (c) does not hold or represent any interest adverse to the
          Debtor or its estate with respect to the matters on
          which the firm is to be employed.

Stites & Harbison PLLC will be paid for its services on an hourly
basis in accordance with its ordinary and customary hourly rates.
Those hourly rates are not discloses in the papers the Trustee
filed with the Bankruptcy Court.

Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003.  (Bankr. W.D. Mich.
Case No. 03-09863).  The case was converted to a chapter 7
liquidation proceeding on March 5, 2003.  Robert F. Wardrop, II,
Esq., at Wardrop & Wardrop, P.C., represents the Debtor.  When the
Company filed for protection from its creditors, it listed
$69,056,000 in total assets and $123,461,000 in total debts.


UAL CORP: Inks Mediation Agreement with Air Wisconsin & US Airways
------------------------------------------------------------------
As reported in the Troubled Company Reporter on March 16, 2005,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, UAL Corporation and its debtor-affiliates ask the Hon.
Eugene Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois to compel Air Wisconsin Airlines Corporation
to produce "an unredacted or less heavily-redacted version" of a
Jet Services Agreement Air Wisconsin recently entered into with US
Airways Group.

On February 28, 2005, Judge Stephen Mitchell at the United States
Bankruptcy Court for the Eastern District of Virginia authorized
USAir to obtain $125,000,000 in DIP Financing from Eastshore
Aviation LLC and enter into the Jet Service Agreement.  The JSA
was integral to the approval of USAir's DIP Loan.

The Debtors and Air Wisconsin are parties to 20 Agreements,
including the United Express Agreement, which governs regional
jet services.  The Debtors want to verify that the terms of the
JSA do not violate the letter or spirit of any of its Agreements
with Air Wisconsin.  The Debtors informally asked Air Wisconsin
for a clearer copy of the JSA via a telephone call during the
week of February 21.  Air Wisconsin refused.  On February 28,
2005, the Debtors sent William P. Jordan, Air Wisconsin's Vice
Chairman and General Counsel, a similar faxed request.  Air
Wisconsin has not responded.

The 20 Agreements with Air Wisconsin are important assets of the
Debtors' business that govern the operation of thousands of
flights and millions of passengers each year, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, says.
Therefore, the Agreements control millions of dollars in
revenues.  The Debtors have no interest in the rates and other
financial information.  If their request is granted, the Debtors
promise to keep all information confidential.

From the publicly available version of the JSA, Mr. Sprayregen
says, it is impossible to tell whether any terms may violate or
conflict with the Agreements.  Without viewing the actual
substance of the JSA, the Debtors are left only with the
assurance in US Airways' news release that the Agreements are
unaffected by the JSA.  This assurance "would be cold comfort in
the event that it turns out not to be accurate for all purposes,"
Mr. Sprayregen says.

                  Parties Reach Mediation Agreement

US Airways Group, Inc., Air Wisconsin Airlines Corporation
and the Debtors agree to enter into mediation to resolve the
dispute.

Pursuant to a Mediation Agreement approved by both the U.S.
Bankruptcy Court for the Northern District of Illinois and the
U.S. Bankruptcy Court for the Eastern District of Virginia, the
parties agree that James J. White, Professor at the University of
Michigan Law School, will serve as Mediator.  The Mediator will
review the Jet Service Agreement between US Airways and Air
Wisconsin to determine if the terms constitute a breach or
repudiation of the Air Wisconsin-United Regional Jet Agreement.

If the Mediator sides with US Airways, the Debtors will dismiss
their request for a Rule 2004 examination of the JSA.  If the
Mediator sides with the Debtors, then they will have the right to
view all redacted text of the JSA that gives rise to this finding
and US Airways will withdraw the request for a protective order
pending in both the US Airways and UAL bankruptcy cases.  All
three parties will equally share the expenses of the Mediator.

During the Mediation Period, the various motions related to this
matter will be temporarily stayed and not prosecuted.  The
parties will dismiss claims, restrain from bringing actions, and
respect the confidentiality terms of the Mediation Agreement.

The Official Committee of Unsecured Creditors of the Debtors, the
Official Committee of Unsecured Creditors of US Airways, and all
other interested parties will help implement the Mediation
Agreement and be bound by its terms.  Any violation of the
Mediation Agreement's confidentiality requirements will be a
violation of the Approval Order.

The parties to the Mediation Agreement will share any report by
the Mediator with the Debtors' Creditors Committee, which agrees
that all information disclosed in the report and all information
disclosed in the JSA is subject to the confidentiality provisions
of the Mediation Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Air Wisconsin Objects to Agreement Modification
---------------------------------------------------------
Peter C. Blain, Esq., at Reinhart, Boerner, Van Deuren, in
Milwaukee, Wisconsin, explains that about two years ago, UAL
Corporation and its debtor-affiliates wanted two things from Air
Wisconsin Airlines Corporation:

   1.  The Debtors wanted Air Wisconsin to continue providing
       service without compelling the Debtors to make a decision
       on the existing 2001 Agreement, which the Debtors did not
       want to reject at that time; and

   2.  The Debtors wanted Air Wisconsin to lower its prices.

Air Wisconsin was not willing to grant price reductions without
the security of a fixed, long-term contract.  As a result of
lengthy and extensive negotiations, the parties consensually
arrived at the Amended United Express Agreement, which was
approved by the U.S. Bankruptcy Court for the Northern District of
Illinois.

Mr. Blain emphasizes that the 10% surcharge, which the Committee
wants to eliminate, was an integral part of the Amended
Agreement.  The Committee had a copy of the Agreement and was
fully aware of its terms.  The Committee had the opportunity to
object, but did not.  Now, the Committee asserts that the estates
are entitled to judicial reformation of the Agreement and a
judgment of over $90,000,000.

The Court cannot give the Debtors all the benefits they bargained
for, but take away from Air Wisconsin one of the key benefits it
negotiated.  The Committee says the estates are entitled to this
relief because they made a miscalculation as to how long the
reorganization would take.  Apparently, the Committee reasons
that Air Wisconsin should pay for this miscalculation.  Air
Wisconsin has continued to provide the Debtors with services when
needed, based on a set of payment assumptions.  Now, the
Committee wants to change those assumptions after the services
have been provided.  Mr. Blain says that the Court should not
rewrite the Agreement after its terms have been implemented.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFIED SYSTEMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Unified Systems Corporation, Inc.,
        26532 Groesbeck Highway
        Warren, Michigan 48089

Bankruptcy Case No.: 05-21374

Type of Business: The Debtor provides products that includes
                  individual components and complete systems for
                  the automotive and transportation industry.
                  See http://unifiedsystems.org/

Chapter 11 Petition Date: March 23, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Michael I. Zousmer, Esq.
                  Nathan Neuman & Nathan, P.C.
                  29100 Northwestern Highway, Suite 260
                  Southfield, Michigan 48034
                  Tel: (248) 351-0099

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


US AIRWAYS: Wants 2001 Credit Facility Draws Increased to $28.2M
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek to amend the
Order granting them permission to enter into a Global Settlement
with General Electric Capital Corporation.  Due to an additional
payment made by the Debtors to GECC, the Debtors want to increase
the amount of the additional draws permitted under the 2001 Credit
Facility to $28,225,000.

Under the Global Settlement, GECC will purchase nine CRJ-200s,
one CRJ-700, three A319s, three A320s, five A321s, 14 CFM56-5B
spare engines, 14 CFM56-3B spare engines and engine stands that
secure the 2001 Credit Facility and the 2003 Liquidity Facility.
Immediately thereafter, GECC will leaseback these assets to the
Debtors under operating leases that expire on the earlier of the
Debtors' emergence from bankruptcy or June 30, 2005.

The Debtors and GECC agreed to extend the closing date for these
Phase II Transactions beyond February 15, 2005.  As a result, in
February, the Debtors made an additional $11,500,000 principal
payment under the 2001 Credit Facility.  As in the previous
amendment approved by the Court, so that the Debtors may realize
the economic benefits intended by the Global Settlement, the
Debtors, with the consent of GECC, seek to modify the Global
Settlement Order to increase the drawdowns under the 2001 Credit
Facility to reflect the February Payment.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that the Debtors and GECC are finalizing the
documentation to implement the Sale/Leaseback.  The parties have
agreed to certain purchase price adjustments under the
Sale/Leaseback due to actual versus assumed conditions of the
spare engines.  The adjustments will reduce the net sale proceeds
realized by the Debtors by $4,250,000.

As a result of the February Payment and the Sale/Leaseback
Adjustments, the Debtors and GECC agree that the net additional
drawdown, together with the $21,500,000 drawdown under the 2001
Credit Facility, will result in a maximum drawdown of 28,225,000.
By increasing the permitted drawdown, the outstanding principal
balance of the 2001 Credit Facility will be consistent with the
Global Settlement approved by the Court.

Mr. Leitch emphasizes that the underlying economics of the Global
Settlement, and the effect on the Debtors' estates, are not
altered by increasing the permitted drawdown to $28,225,000.  The
modifications will ensure that the Debtors realize the economic
benefits intended by the Global Settlement.

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)


US AIRWAYS: Has Exclusive Right to File Ch. 11 Plan Until May 31
----------------------------------------------------------------
U.S. Bankruptcy Court for the Eastern District of Virginia
extended the period within which US Airways, Inc., and its debtor-
affiliates have the exclusive right to file a plan of
reorganization to May 31, 2005, and the exclusive right to solicit
acceptances of that plan to August 31, 2005.

As reported in the Troubled Company Reporter on Apr. 4, 2005,
pursuant to an agreement with General Electric Capital
Corporation, the Debtors are currently obligated to file their
plan of reorganization and disclosure statement by April 15,
2005, and to emerge from bankruptcy by July 1, 2005.  According
to Brian P. Leitch, Esq., at Arnold & Porter, the Debtors intend
to meet the deadline for filing a plan.  Out of an abundance of
caution, however, the Debtors seek a modest extension of the
Exclusive Periods.

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)


USG CORP: Wants to Employ Meckler as Special Environmental Counsel
------------------------------------------------------------------
USG Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's authority to employ Meckler
Bulger & Tilson LLP as their special environmental counsel.

Meckler's services are anticipated to include, but not limited
to, advising the Debtors regarding various environmental
compliance and regulatory matters in connection with their
operations at certain facilities in Pennsylvania, North Carolina,
Minnesota, Michigan, New Jersey, Indiana, Iowa, Texas, and
Mississippi.  The Debtors inform the Court that Meckler has
represented them and provided legal services in connection with
these and similar environmental matters as an Ordinary Course
Professional since the Petition Date.

Pursuant to the Court's OCP Order, the Debtors were authorized to
pay Meckler's fees and expenses up to $25,000 per month, on
average, over any consecutive three-month period.  In September
2002, the Court entered an order modifying the OCP Order to
increase Meckler's average monthly payment cap to $50,000.  In
August 2004, the Court approved another amendment to the OCP
Order and established a procedure for increasing the amount the
Debtors are authorized to pay an ordinary course professional.

The Debtors relate that since the Petition Date, they have paid
Meckler's fees and expenses pursuant to the provisions of the OCP
Order.  The Debtors have disclosed these payments periodically in
their OCP Reports as required.

However, as a result of an increase in activity in matters
regarding which Meckler is representing the Debtors, the firm's
incurred monthly fees and expenses have approached, and in some
cases, exceeded the OCP Fee Limit in recent months.  As a result,
a portion of Meckler's incurred fees and expenses since September
2004 remain unreimbursed.  The Debtors intend to seek Court
authority to pay the Unreimbursed OCP Fees and Expenses in
connection with Meckler's first Interim Fee Application.
Nonetheless, the Debtors have paid Meckler only the amounts
authorized by the OCP Order.

The Debtors further anticipate that Meckler's monthly fees and
expenses likely will continue to exceed the OCP Fee Limit in the
coming months.  Therefore, for them to be able to pay Meckler the
full amount of its services on a timely basis, the Debtors want
to move the firm's employment in their Chapter 11 cases from an
ordinary course professional to a specifically retained special
environmental counsel pursuant to Section 327(e) of the
Bankruptcy Code.

The Debtors believe that Meckler is well qualified to perform the
required services and represent their interests in their Chapter
11 cases.  Brett D. Heinrich, Esq., a partner at Meckler and the
chair of the firm's environmental practice group, has handled a
variety of environmental matters for clients throughout the
country in his nearly 20 years of practice.  He has extensive
experience negotiating with governmental agencies on litigation
and compliance issues regarding air, water, hazardous and solid
waste.  In addition, Mr. Heinrich and the Meckler environmental
practice group have wide-ranging experience in federal regulatory
and cost-recovery actions initiated by governmental agencies and
individuals.

The Debtors will pay Meckler according to its standard hourly
rates:

       Brett D. Heinrich, Esq. (Partner)           $275
       Peter Petrakis, Esq. (Of-Counsel)           $325
       Matther E. Cohn, Esq. (Associate)           $190
       Paralegals                                   $95

Meckler will also be reimbursed for out-of-pocket expenses
incurred.

Mr. Heinrich assures the Court that Meckler has no connection
with the Debtors, their creditors, the United States Trustee or
any other party with an actual or potential interest in the
Debtors' Chapter 11 cases.  Meckler does not represent, and has
not represented, any entity other than the Debtors in matters
related to the Debtors' Chapter 11 cases.  Moreover, Mr. Heinrich
attests that Meckler does not represent or hold any interest
adverse to the Debtors with respect to the matters for which the
firm is proposed to be employed.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- throughits subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Expands Scope of Baker Donelson's Lobbying Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
W.R. Grace & Co., and its debtor-affiliates to expand the scope of
Baker to include services relating to non-debtor subsidiaries that
conduct business in China, and increase the monthly fees paid to
Baker Donelson from $17,000 to $20,000 in consideration of its
existing services, in accordance with the terms of a Letter
Agreement, nunc pro tunc to Jan. 1, 2005.

As reported in the Troubled Company Reporter on Feb. 3, 2005, the
Debtors related that over the past several months, the U.S.
Congress has more rigorously pursued asbestos reform, thus Baker
Donelson's legislative affairs services has expanded, as the
project for which they were employed has become more expansive
than originally envisioned.  As a result, Baker Donelson needed to
increase its staffing.

Separate from the Legislative Affairs Services, the Debtors also
require additional services from Baker Donelson in connection with
their business operations in China.  The Debtors intend to
aggressively pursue business opportunities in China through
non-debtor subsidiaries.  In particular, the Debtors plan to seek
approval from Chinese governmental authorities to expand the scope
of their operations in China to include businesses that have not
been licensed to do business there.  Baker Donelson has a great
deal of experience in assisting companies doing business in that
country.  Chinese approval regimes and standard-setting processes
can be somewhat opaque and time-consuming.

Accordingly, the Debtors sought Baker Donelson's assistance with
respect to the Chinese governmental authorities at the national,
provincial and local levels for a six-month period in 2005.  Baker
Donelson can effectively represent the Debtors' interests by
meeting with Chinese ministries and other governmental authorities
that regulate the Debtors' operations in China or that establish
standards for the use of the Debtors' products.

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)


WADDINGTON NORTH: Poor Liquidity Prompts S&P to Chop Ratings to CC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Waddington North America
Inc. to 'CC' from 'B-'.

All ratings remain on CreditWatch with negative implications,
where they were placed on Feb. 18, 2005.  The CreditWatch
placement followed the company's disclosure that it was in
violation of the financial covenants in its bank credit agreement.
Covington, Kentucky-based WNA had approximately $172 million of
total debt outstanding at Feb. 28, 2005.

"The downgrade reflects WNA's significantly constrained liquidity
because of ongoing operating challenges.  The breach of financial
covenants is important because it restricts WNA's access to its
revolving credit facility and prohibited the company from making
the recent interest payment due on its $45 million senior
subordinated notes," said Standard & Poor's credit analyst
Franco DiMartino.

The company will have a grace period to cure the missed interest
payment situation before it becomes an event of default under the
indenture.  However, WNA's ultimate ability to make the payment is
subject to ongoing negotiations with its senior lenders regarding
amendments to the covenants in its bank credit facility.  The
company, which continues to suffer from higher raw-material costs,
particularly polypropylene and polystyrene, and lower-than-
budgeted thermoformed product volumes, was in violation of these
covenants as of Dec. 31, 2004.

WNA has yet to secure a waiver or a permanent amendment to the
financial covenants in its bank credit agreement and the company
could be forced to restructure its scheduled near-term term loan
amortization requirements due to the lack of meaningful free cash
flow generation.  If the bank facility is successfully amended and
WNA is able to cure the pending interest payment default within
the grace period, ratings could be affirmed pending further
information on a plan to restore satisfactory operating results.

A restructuring of the scheduled amortization payments, or failure
to make the subordinated notes payment within the grace period,
would constitute a default and the ratings would be lowered to
'D'.  Standard & Poor's will monitor the progress of the company's
negotiations with its senior bank lenders to resolve the
CreditWatch listing.


WESTPOINT STEVENS: Has Until Aug. 31 to Solicit Plan Acceptances
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave WestPoint Stevens, Inc. and its debtor-affiliates
permission to extend their Exclusive Solicitation Period through
August 31, 2005, which will give them sufficient time to market
the company, complete the auction and sale process, amend their
Plan and solicit plan acceptances.

As reported in the Troubled Company Reporter on Jan. 24, 2005, the
Debtors filed its proposed Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.

Bloomberg News reports that WestPoint Stevens:

    -- expects to have an enterprise value between $615 million
       and $670 million;

    -- proposes to pay secured creditors, including its banks,
       between 90 cents and 100 cents on the dollar; and

    -- proposes to pay unsecured creditors 0.2 cent on the dollar.

Shareholders get nothing.

The Disclosure Statement and the Plan of Reorganization can be
accessed on the Company's website at
http://www.westpointstevens.com/

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINN-DIXIE: Creditors Committee Wants Cases to Stay in New York
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
April 1, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
asked the U.S. Bankruptcy Court for the Southern District of New
York to transfer its Chapter 11 case to the Jacksonville Division
of the Middle District of Florida.

                         Committee Objects

The Official Committee of Unsecured Creditors believes that the
venue of the Debtors' Chapter 11 cases should remain in New York
and should not be transferred.

Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, points out that:

    (a) most creditors prefer New York over Florida;

    (b) New York is more convenient for most parties;

    (c) the Court has had substantial involvement and made
        significant rulings in the Debtors' Chapter 11 cases to
        date; and

    (d) the cost of administering the cases may be significantly
        lower if the cases remain in New York.

Mr. Dunne tells Judge Drain that since the Debtors' consent to
the venue transfer, the Committee has been approached by many
creditors urging it to oppose the Debtors' request to transfer
venue.

As of April 7, 2005, the parties who have opposed the venue
transfer include:

      (1) Wilmington Trust Company, as indenture trustee,
      (2) 14 Trade Vendor entities,
      (3) Six Landlords, and
      (4) Jamarco Realty, LLC.

Mr. Dunne notes that while the Debtors purport to consent to the
venue transfer, they contend that the cases were properly filed
in New York and that New York is more convenient for creditors.
These beliefs existed when the Debtors' Chapter 11 cases were
filed and still exist.  The Debtors' sole basis for acquiescing
to Buffalo Rock Company's request to transfer was the existence
of the venue dispute itself.

"This is a clear case of the tail wagging the dog: the venue
dispute will be resolved by the Court shortly, probably after a
single hearing," Mr. Dunne says.  "It is simply incorrect to
argue -- as the Debtors do -- that this one issue will so
dominate the attention of the parties and the Court for such a
length of time that it will interfere with the Debtors' attempt
to reorganize."

As the Debtors correctly note in their Response, only one -- now
a few -- of the thousands of creditors in their Chapter 11 cases
have supported Buffalo Rock, the DIP Lender has not joined in the
Motion, and neither has anyone else.

Creditors who support Buffalo Rock's motion, as of April 7, 2005,
include:

    (1) Riverdale Farms, Inc.,
    (2) Richard J. Ehster and Bradley T. Keller,
    (3) Ernst Properties, Inc., and
    (4) Progress Energy Florida, Inc., Progress Energy Carolinas,
        Inc., Orlando Utilities Commission and Tampa Electric
        Company.

Mr. Dunne also notes that, Peter Lynch, President and CEO of
Winn-Dixie Stores, is correct when he states that Winn-Dixie's
decision to file in New York was with the understanding that
creditors preferred that location because of its convenience.
Winn-Dixie's research showed that most of its major creditors
either have offices or legal representations in New York.

It may appear that the Debtors' consent changes the way the Court
should evaluate Buffalo Rock's Venue Transfer Motion, Mr. Dunne
notes.  "It does not."  Mr. Dunne asserts that the burden is on
Buffalo Rock and the parties who joined in its motion to
establish that the Debtors' Chapter 11 cases should be
transferred and there is a strong presumption that the Debtors'
choice of venue should be upheld.

New York is a convenient forum for the Debtors' bankruptcy cases,
Mr. Dunne maintains.  Despite Buffalo Rock's argument that nearly
all witnesses are located in Florida, Mr. Dunne says, it has not
identified any witnesses in Florida that will be necessary for
the administration of the Debtors' cases.  Furthermore, Mr. Dunne
continues, Florida is not the geographic focus of the Debtors'
creditors:

    * Only two out of the 20 largest creditors are located in
      Florida;

    * The Debtors' three largest secured creditors as of the
      Petition Date were located in Charlotte, North Carolina,
      Nashville, Tennessee, and Minneapolis, Minnesota; and

    * The Debtors' other creditors are located throughout the
      United States and, of their 50 largest unsecured creditors,
      only five are located in Florida.

Buffalo Rock also fails to consider its relatively limited role
in the Debtors' Chapter 11 cases as opposed to the role of the
Committee, Mr. Dunne adds.  The Committee is charged with
statutory and fiduciary responsibility for the collective body of
unsecured creditors.  "It is clear that New York will be the
center of the Committee's efforts to fulfill its mandate," Mr.
Dunne says.  The members of the Committee operate from:

       Committee Member                   Location
       ----------------                   --------
       Capital Research &           Los Angeles, California
       Management Company

       Deutsche Bank Trust          New York, New York
       Company Americas

       Kraft Foods Global, Inc.     Northfield, Illinois

       New Plan Excel               New York, New York
       Realty Trust, Inc.

       OCM Opportunities            Los Angeles, California
       Fund V. L.P.                 (retained New York counsel)

       Pepsico                      Plano, Texas

       R2 Investments, LDC          Forth Worth, Texas
       c/o Amalgamated Gadget, LP

Furthermore, Buffalo Rock's argument that the majority of the
Debtors' assets are located in Florida is of little weight, Mr.
Dunne asserts.  "The assets are not located around Jacksonville,
but throughout the Southeast and elsewhere."  In addition, Mr.
Dunne tells the Court, the Debtors' objective is to achieve a
reorganization and not a liquidation.  Thus, Mr. Dunne contends,
the location of the Debtors' assets is not of great significance
in deciding where proper venue lies.  Moreover, Mr. Dunne
continues, given the reorganization effort that lies ahead, the
case must remain in New York where the Debtors and the Committee
will easily be able to meet and consult with their professionals.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Fitch Publishes Credit Analysis on MCI After Verizon's Purchase
-----------------------------------------------------------------
Fitch Ratings has published a credit analysis on MCI Inc.,
available on the Fitch Ratings web site at
http://www.fitchratings.com/ Fitch has a 'B' rating on MCI and
placed the company on Rating Watch Positive on Feb. 14, 2005,
after the announcement that Verizon Communications would acquire
the company.

At this time, it has not been disclosed whether Verizon will
guarantee or legally assume MCI's outstanding debt, and, without a
guarantee, it is likely that MCI would be upgraded two notches
below Verizon's rating.  Fitch currently rates Verizon at 'A+'
with a Rating Watch Negative.  The report provides an analysis of
MCI's current financials and debt structures, as well as a review
of key developments (i.e. Qwest's unsolicited bid) since the Feb.
14 announcement.

The report is available at http://www.fitchratings.com/under
'Corporate Finance' then 'Corporates' then 'Special Reports.'


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       84
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,248      919
American Repro          ARP         (35)         377       22
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (282)         423      103
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (35)          19       13
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (178)       1,499     (331)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino's Pizza          DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (2,078)       6,029      (41)
Empire Resorts          NYNY        (15)          61        0
Fairpoint Comm.         FRP        (162)         831      (36)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
I2 Technologies         ITWH       (173)         391      101
IMAX Corp               IMAX        (42)         231       17
Idevus Pharmace         IDEV        (83)         149      108
Int'l Wire Group        ITWG        (80)         410       97
Investools Inc.         IED          (7)          50      (19)
Isis Pharm.             ISIS        (72)         208       82
Life Sciences           LSRI         (2)         200        2
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Holdings        MJES        (41)          26        8
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (261)       1,387      (58)
McMoran Exploration     MMR         (85)         156       29
Neff Corp.              NFFCA       (42)         270        6
New York & Co.          NWY         (14)         280       43
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL         (8)         166       31
Primedia Inc.           PRM      (1,145)       1,171     (152)
Protection One          PONN       (177)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
Revlon Inc-A            REV      (1,020)       1,000      120
Riviera Holdings        RIV         (29)         218        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      636
St. John Knits Inc.     SJKI        (52)         213       80
Syntroleum Corp.        SYNM         (8)          48       11
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (32)         486       31
Worldgate Comm          WGAT         (3)          14       (4)
WR Grace & Co.          GRA        (118)       3,086      774
Young Broadcasting      YBTVA       (12)         798       85


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***