TCR_Public/050413.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, April 13, 2005, Vol. 9, No. 86

                          Headlines

AES CORP: Financial Picture Improves in 2004
ACE AVIATION: Completes $720 Million Bond Offerings
ACE AVIATION: Underwriters Exercise Over-Allotment Options
ADELPHIA COMMS: Sells 3 Real Estate Lots & Some Personal Property
ADESA INC: Names B. A. Todd COO & P.J. Lips SVP of US Auction Unit

ADVENT NETWORKS: Case Summary & 20 Largest Unsecured Creditors
AIR CANADA: Completes 2-Year CDN$300 Million Credit Facility
ALLIANCE ONE: Moody's Assigns Low-B Ratings to $1.1 Billion Debts
ALLIANCE TOWERS: Losses & Deficit Triggers Going Concern Doubt
ARMSTRONG WORLD: Court Okays Future Rep.'s 9% Pay Hike to $600/Hr.

ATA AIRLINES: Balks at AMFA's Request to Assume Tentative Pact
ATA AIRLINES: Court Includes Two Airport Leases to Rejected Pacts
BALDWIN CRANE: Court Confirms Third Amended Plan of Reorganization
BANC OF AMERICA: Fitch Ups Ratings on Five Mortgage Cert. Classes
BFG DEVELOPMENT: Case Summary & Largest Unsecured Creditor

CARDIMA INC: BDO Seidman Continues to Have Going Concern Doubt
CATHOLIC CHURCH: Spokane Wants Exclusive Period Extended to Jan. 6
CATHOLIC CHURCH: Spokane Wants to Hire Unknown Claims Agent
CB RICHARD: Moody's Raises Two Senior Debt Ratings to Ba3 from B1
CHENIERE ENERGY'S: S&P Puts B+ on Proposed $500M Sr. Unsec. Notes

CHESAPEAKE CENTER: Case Summary & 20 Largest Unsecured Creditors
CHUMASH CASINO: Good Performance Prompts S&P to Lift Rating to BB
CLIFF'S ENTERPRISES: Case Summary & 11 Largest Unsecured Creditors
COGECO CABLE: Incurs $40.5 Million Net Loss in 2004 Second Half
COMMUNITY HEALTH: Exchange Offer for 6-1/2% Sr. Sub. Notes Expires

COMM 2005-LP5: S&P Puts Low B-ratings on Six Class Certificates
COTT CORP: Moody's Withdraws $150M Facility's Ba1 Rating
CWMBS REPERFORMING: Moody's Rates Cert. Classes B-3 & B-4 Low-B
DIAGNOSTIC IMAGING: S&P Puts B+ on Proposed $135M Credit Facility
DII/KBR: Halliburton Secures $1.2 Billion Five-Year Loan

DIANE & JOHN THOMPSON: Case Summary & 4 Largest Unsecured Cred.
DMX MUSIC: Hires Sitrick as Corporate Communications Consultants
DMX MUSIC: Court Okays Employment of Ordinary Course Professionals
DOCKSIDE FUEL: Case Summary & 20 Largest Unsecured Creditors
DOCTORS HOSPITAL: Case Summary & 23 Largest Unsecured Creditors

DOUBLE T: Voluntary Chapter 11 Case Summary
DURA AUTOMOTIVE: Moody's Assigns B2 rating to Proposed $115M Loan
EAGLEPICHER INC: Gets Interim Court Nod on $50M DIP Financing
EL PASO: Prices $750 Million Private Equity Placement
ENCORE ACQUISITION: Strong Measures Prompt S&P to Review Rating

ENRON CORP: Wants Court to Approve Fountain Valley Settlement
FEDERAL-MOGUL: Court Approves North Star Settlement Agreement
FIBERMARK: Committee Hires Klee Tuchin to Investigate Silver Point
FLYI INC: KPMG Raises Going Concern Doubt Due to Neg. Liquidity
GARY G MERRELL: Case Summary & 4 Largest Unsecured Creditors

GLOBAL CROSSING: SEC Concludes Investigation
H&E EQUIPMENT: Asks Noteholders to Waive Reporting Defaults
HEDMAN RESOURCES: Raises $611,415 in Private Equity Placement
HISTATEK INC: Amended List of 20 Largest Unsecured Creditors
HOLLINGER INC: Catalyst Fund Wants Directors Removed

IMAGIS TECHNOLOGIES: Names Rick Peterson VP for Capital Markets
INGRAM MICRO: Restructuring & Consolidating North American Jobs
INTERSTATE BAKERIES: Amends Prepetition Credit Pact to Renew L/Cs
J.P. MORGAN: Moody's Affirms Low-B Ratings on Three Cert. Classes
JETSGO CORP: Submits Internal Review and Corrective Action Plan

JETSGO: Ontario Travel Regulator Wants to Ban Entry Into Market
JETSGO CORP: Marc Kirner Sits as VP & Flight Operations Director
JETSGO CORPORATION: List of Largest Creditors
JRF INC: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Taps JPMorgan as Plan Distribution Trustee

KEYSTONE CONSOLIDATED: Wants Mlsna to Continue as Special Counsel
LITTLE MT. ZION: Hires James E. Hurley as Bankruptcy Counsel
MASONITE INT'L: Moody's Affirms B2 Ratings on $1.525 Billion Debts
MBIA INC: Investors Sue Company & Certain Officers & Directors
MCI INC: Verizon Files Registration Statement for Merger

MERRILL LYNCH: Moody's Assigns Low-B Ratings to Six Cert. Classes
MERRILL LYNCH: Moody's Lifts Class E Cert. Rating to Baa3 from Ba1
MIRANT CORP: Shareholder Rights Group Enraged by Executive Pay
MIRANT CORP: PEPCO Says Disclosure Statement is Confusing
MIRANT CORP: Creditors Committee Wants Phoenix Subpoenas Quashed

MIRANT CORP: Equity Comm. Disavows Equity Holders' Press Release
NATIONAL CENTURY: Amedisys Holds Allowed $7,339,584 Unsec. Claim
NEWPAGE CORPORATION: Moody's Junks $400 Million Sr. Sub. Notes
NORSTAN APPAREL: Wants to Hire Katten Muchin as Bankruptcy Counsel
NORSTAN APPAREL: Taps Capstone Advisory as Financial Advisors

ORION TELECOM: Discloses 100-Day Back-on-Track Plan Details
OWENS CORNING: HMC Investors LLC Discloses 10% Equity Stake
PASADENA GATEWAY: Voluntary Chapter 11 Case Summary
PEGASUS AVIATION: Moody's Reviews Junk Ratings & May Downgrade
PEGASUS SATELLITE: Wants to Amend Spectrasite Master Site Pact

PILGRIM AMERICA: Fitch Holds Junk Rating on Two $41MM Note Classes
PILLOWTEX CORP: Gets Court Nod to Sell Kmart Shares
PRIMEDIA INC: Moody's Upgrades Four Note Ratings to B2 from B3
RADNOR HOLDINGS: Sells Interest in Radnor Investment for $19 Mil.
RAYOVAC CORP: EUR415M Tetra Holdings Buy Cues S&P to Hold Ratings

RELIANCE GROUP: Liquidator Selling Lot to TC Midlantic for $5.4M
SAT-CHIT-ANAND: Case Summary & 2 Largest Unsecured Creditors
SEALY MATTRESS: Moody's Puts B1 Rating on Planned $690M Facility
SHELTON CANADA: Appoints Victor Tkachenko as New Director
SI TANKA: Case Summary & 20 Largest Unsecured Creditors

SINO-FOREST CORP: Appoints BDO McCabe Lo & Co. as Auditor
SOLUTIA INC: Gets Court Okay to Assume Huntsman Agreements
SOUTHERN INVESTORS: Case Summary & 20 Largest Unsecured Creditors
SPIEGEL INC: Court Modifies Trading Procedures to Preserve NOLs
ST. MARYS: Moody's Reviews B1 Ratings for Possible Downgrade

ST. MARYS: Assets Purchase Prompts S&P to Watch BB- Rating
STABLECHASE VENTURE: Case Summary & 17 Largest Unsecured Creditors
STAR NAVIGATION: Raises $320,000 from Private Equity Placement
STELCO INC: Earns $65 Million of Net Income in 2004
TCW GLOBAL: Fitch Rates $27 Million Floating-Rate Notes at BB

THAXTON GROUP: Wants Until June 8 to Remove Civil Actions
TIGER BRAND: Steelworkers Union Slams Court's Sale Approval Order
TOWER AUTOMOTIVE: Committee Hires Houlihan Lokey as Advisor
TOWER AUTOMOTIVE: Wants Until Sept. 30 to Decide on Leases
TOWER AUTOMOTIVE: Hatto Acquires 1,000 Shares Of Common Stock

TRANSMETA CORP: Auditors Express Going Concern Uncertainty
UAL CORPORATION: Bankruptcy Court Approves Boeing Settlement Pact
UAL CORPORATION: Can Walk Away from Three Boeing Aircraft Leases
ULTIMATE ELECTRONICS: Walks Away from N. Broadway Lease in Denver
WAKE PLUMBING: Case Summary & 20 Largest Unsecured Creditors

WILLIAM M. CHAIRES: Voluntary Chapter 11 Case Summary
WINN-DIXIE: S.D.N.Y. Bankr. Court Moves Ch. 11 Cases to M.D. Fla.
WINSTAR COMMS: Trustee Wants $3 Mil. Judgment Against Wellspring
WINSTAR COMMS: Ch. 7 Trustee Files Report on Adversary Proceedings
YOUNG BROADCASTING: Lenders Commit to Amend & Restate Senior Loan

* Upcoming Meetings, Conferences and Seminars

                          *********

AES CORP: Financial Picture Improves in 2004
--------------------------------------------
AES Corporation delivered its Annual Report to the Securities and
Exchange Commission on March 30, 2005.  In 2004, the company
continued to make progress in strengthening its financial position
in a number of ways.  AES reduced overall recourse debt at the
parent level by approximately $800 million to approximately $5.2
billion at year-end.  The company also continued to extend a
portion of its debt repayments associated with our scheduled
future debt maturities by refinancing approximately $700 million
of intermediate term recourse debt at the parent level with
longer-term debt.  These new debt obligations also bear lower
interest costs than the debt refinanced.  Recourse debt at the
parent level with maturities of one year or less at December 31,
2004 was $142 million.  The company expects to either repay or
refinance this debt at or prior to maturity.  This debt is a
junior subordinated debenture that bears a coupon rate of 4.5%.

At the subsidiary level, the company refinanced or restructured
more than $4.6 billion of non-recourse debt in 2004.  Most of
these efforts resulted in extended maturity dates and amortization
schedules.

In addition, the company also added approximately $1 billion of
non-recourse debt at the subsidiary level.  Most new debt was used
to fund the construction of new electric generation plants or
other capital expenditures in Indiana, Qatar, Cameroon, Hungary
and Spain.  Additionally, one of AES' subsidiaries issued
approximately $120 million of debt to return a portion of its
investment initially contributed to the Ebute project in Nigeria.

                           Liquidity

Liquidity at the parent level on December 31, 2004 was
$643 million.  Liquidity decreased from $1 billion at the end of
2003 primarily as a result of the Company's efforts to reduce
aggregate recourse debt levels at the parent level.

The aggregate amount and specific sources of cash flow relative to
debt levels are important factors for the rating agencies in
determining whether the Company's credit ratings should improve.
Currency, political and regulatory risks tend to be the biggest
variables to sustaining cash flows at predictable levels.  "Our
large contractual and concession-based cash flow from our contract
generation and large utility businesses is a mitigating factor to
these variables," AES says.  In 2004, more than 71% of cash
distributions to the parent were from our U.S. large utility and
worldwide contract generation businesses.

                      Material Weakness

After reviewing AES' 2004 financial statements, DELOITTE & TOUCHE
LLP issued its unqualified opinion.  AES management and Deloitte
admit there are material weaknesses in the Company's internal
control over financial reporting.

                 Shareholder Equity Improvement

Shareholder equity improved by $1.1 billion in 2004.  AES reported
$386 million of net income in 2004, compared to a $414 million
loss in 2003 and a $3.5 billion loss in 2002.

A copy of AES Corporation's annual report is available for free
at:


http://sec.gov/Archives/edgar/data/874761/000110465905013802/a05-5402_110k.htm

The AES Corporation is a global power company with operations in
27 countries on five continents. A Delaware corporation formed in
1981, AES is a holding company that, through its subsidiaries,
operates in two principal businesses, generation and utilities.
The generation business is comprised of our contract generation
and competitive supply segments and the utilities business is
comprised of our large utilities and growth distribution segments.
The Company's generating assets include interests in 120
facilities in 25 countries totaling approximately 44 gigawatts of
capacity. AES's electricity distribution networks sell
approximately 88,890 gigawatt hours per year.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Moody's Investors Service upgraded the ratings of The AES
Corporation, including its senior unsecured debt, which was
upgraded to B1 from B2.  This rating action concludes the review
for possible upgrade that was initiated on December 3, 2004.
Moody's says the rating outlook is stable.


ACE AVIATION: Completes $720 Million Bond Offerings
---------------------------------------------------
ACE Aviation Holdings Inc. reported the successful completion of
the public offering of an aggregate of 11,350,000 Class A Variable
Voting Shares and Class B Voting Shares at a price of $37.00 per
Share for gross proceeds of approximately $420 million, and $300
million of 4.25% Convertible Senior Notes due 2035.  Aggregate
gross proceeds are approximately $720 million with ACE receiving
net proceeds of approximately $693 million, after commissions and
expenses.  In addition, ACE has granted the underwriters over-
allotment options to purchase up to an additional 10 per cent of
each of the offerings, until May 5, 2005.  If both options are
exercised in full by the underwriters, the total gross proceeds of
the combined offerings will be $792 million.

ACE used approximately $553 million of the aggregate net cash
proceeds of the offerings to repay all of its outstanding debt
under the exit credit facility with General Electric Capital
Corporation.  The repayment of the GE exit facility will reduce
net annual interest costs by an estimated $27 million and will
provide ACE with greater strategic and financial flexibility.  As
at April 4, 2005, the Company's consolidated cash balance,
measured on the basis of cash in bank accounts, amounted to
approximately $1.8 billion and after giving effect to the
offering, the syndicated credit facility and the repayment of the
exit facility, the Company will have cash and committed credit
facilities in excess of $2 billion, resulting in adjusted net
debt (including the capitalized value of all aircraft leases) of
approximately $4 billion.  ACE intends to use the remainder
proceeds of the offerings, and the proceeds of the over-allotment
options if they are exercised by the underwriters, for general
corporate purposes.

"The successful completion of our offerings represents one of the
most significant equity raises in the airline industry" said
Robert Milton, Chairman, President and CEO of ACE.  "With
$1.8 billion in new equity raised since last October, ACE now has
one of the strongest balance sheets in the industry and our debt
is all aircraft-related.  Strong market demand resulted in the
upsizing of the offering by 20% more than originally anticipated
-- a clear indication that investors share our confidence in the
potential of ACE.  Consumer response to the airline's high value
product offering also continues to grow with Air Canada reporting
today one full year of record load factors at the end of March.
All in all, this is a tremendous indication that the
restructuring efforts of Air Canada employees and other
stakeholders are paying off.

"The repayment of the GE exit facility was a priority.  With
that now accomplished, we will focus on the next phase of our
business plan and implement the strategy to maximize the inherent
value of our overall franchise and each of our business units.
ACE is well on its way to becoming a sustainably profitable,
growing and competitive company in the rapidly changing airline
industry," said Mr. Milton.

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

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.  (Air Canada Bankruptcy News, Issue
No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACE AVIATION: Underwriters Exercise Over-Allotment Options
----------------------------------------------------------
ACE Aviation Holdings Inc. announces that, in conjunction with the
sale of shares and notes, it has received written notice from the
underwriters that they have elected to exercise in full their
over-allotment options to purchase an additional 1,135,000 Class A
Variable Voting Shares at $37.00 per share and $30 million of
4.25% convertible senior notes due 2035 for closing today,
April 13, 2005.

The aggregate gross proceeds of approximately $72 million from the
exercise of the over-allotment options will be used for general
corporate purposes and will bring the aggregate gross proceeds of
the ACE financial offerings to approximately $792 million.

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

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.  (Air Canada Bankruptcy News, Issue
No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Sells 3 Real Estate Lots & Some Personal Property
-----------------------------------------------------------------
Pursuant to the Excess Assets Sale Procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, Adelphia
Communications Corporation and its debtor-affiliates inform Judge
Gerber that they will sell these properties for $215,100:

1. Property:           Real property at 83 Cherry Tree Lane,
                        Coudersport, PA

    Purchaser:          Kenneth and Susan Lieberman

    Agent:              Trail's End Realty

    Amount:             $147,500

    Deposit:            $1,000

    Appraised Value:    $147,500

2. Property:           Real property consisting of around
                        26 acres along Dutch Hill Rd.,
                        Coudersport, PA

    Purchaser:          Michael Knefley

    Agent:              Four Seasons Real Estate, Inc.

    Amount:             $18,900

    Deposit:            $1,000

    Appraised Value:    $12,900

3. Property:           Real property at 307 North West St.,
                        Coudersport, PA

    Purchaser:          Kenneth and Susan Leiberman

    Agent:              Trail's End Realty

    Amount:             $23,500

    Deposit:            $1,000

    Appraised Value:    $23,500

4. Property:           Personal property comprised of excess
                        cable, tap pedestals and lock boxes

    Purchaser:          Warm Hearth, Inc.

    Agent:              God's Country Real Estate

    Amount:             $20,000

    Deposit:            none

    Appraised Value:    no appraisal was made

5. Property:           Personal property consisting of excess
                        electronics equipment

    Purchaser:          Carpathia Communications

    Agent:              none

    Amount:             $5,200

    Deposit:            none

    Appraised Value:    no appraisal on was made

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)


ADESA INC: Names B. A. Todd COO & P.J. Lips SVP of US Auction Unit
------------------------------------------------------------------
ADESA Inc. (NYSE: KAR) reported that Bradley A. Todd has been
named chief operating officer of ADESA Corporation, LLC, ADESA,
Inc.'s used vehicle auction subsidiary in the United States.
These new responsibilities are in addition to his current role as
president of AFC, the company's floorplan financing subsidiary.
He also holds the title of executive vice president of ADESA, Inc.

Brad joined the company in 1994 as corporate controller, then
moved to AFC as chief financial officer in 1995.  He was promoted
in 1996 to chief operations officer and then to president of AFC
in 2001.

Paul J. Lips has been named senior vice president of Operations
for ADESA Corporation, effective May 1, 2005, reporting to Brad
Todd.  He was previously vice president of Investor Relations and
Planning for ADESA, Inc.

Paul began his career at ADESA in 1996.  In 1997, he was promoted
to controller and assistant treasurer and in 2001 to chief
financial officer and treasurer of ADESA Corporation.  He was
promoted to his investor relations and planning role in 2004.

"This year marks a new beginning for ADESA, Inc. as a stand-alone
publicly traded company, free to chart its own course," said
ADESA, Inc. Chairman, President and CEO David Gartzke.
"Strategically, it makes sense for us, as we move forward in this
competitive industry, to begin to look at synergies across our
business lines.  Brad and Paul bring to the table years of
experience through our ranks, along with the ability to think both
strategically and globally."

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 30 Impact
salvage vehicle auction sites and 83 AFC loan production offices.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  Moody's affirmed its B1 rating on those 7-5/8% senior
unsecured subordinated notes due June 15, 2012, on Nov. 2, 2004.


ADVENT NETWORKS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advent Networks, Inc.
        P.O. Box 203190
        Austin, Texas 78720-3190

Bankruptcy Case No.: 05-11997

Type of Business: Founded by cable industry professionals, Advent
                  Networks has developed the Ultraband platform
                  to deliver last-mile dedicated bandwidth over
                  unmodified hybrid fiber coaxial cable.  See
                  http://www.adventnetworks.com/

Chapter 11 Petition Date: April 11, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: James H. Billingsley, Esq.
                  Hughes & Luce, L.L.P.
                  1717 Main Street
                  2800 Bank One Center
                  Dallas, Texas 75201
                  Tel: (214) 939-5562
                  Fax: (214) 939-5849

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Southern Union Technology Partners              $11,416,409
One PEI Center
Wilkes Barr, PA 18711-0601

JP Morgan Chase                                  $4,000,000
707 Travis
Houston, TX 7702

Murphree venture Partners V,LP                   $1,325,000
1100 Luisiana, Suite 5005
Houston, TX 77002

Delta Venture Partners II LP                     $1,200,000
8000 Centerview Parkway, Suite 100
Cordova, TN 38018

Southern Union Company                           $1,000,000
30 O'Connors Lane
Old Tappan, NJ 07675

John E. Brennan                                    $650,000
30 O'Connors Lane
Old Tappan, NJ 07675

Marital Trust GST Subj. UT L. Salki                $500,000
1165 Wrack Rd.
Meadowbrook, PA 19046

Muphree Venture PArtners IV                        $470,000
1100 Louisiana, Suite 5005
HOuston, TX 77002

Activated Communications LP                        $250,000
30 O'Connor Lane
Old Tappan, NJ 07675

Todd J. Diamond                                    $250,000
878 Ridgeview Way
Franklin, NJ 07417

Mark Gandler                                       $250,000
878 Ridgeview Way
Franklin lakes, NJ 07417

Opus Portfolio                                     $200,000

Wilson Sonsini Goodrich & Rosati                   $140,318

Murphree Texas Investors XX-B                      $105,000

Rick Tocchet                                       $100,000

Alec Litowitz                                      $100,000

Daniel C. Flynn                                    $100,000

Emma and David Kluger                              $100,000

M&M Capital LLC                                    $100,000

Vitel Ventures                                     $100,000


AIR CANADA: Completes 2-Year CDN$300 Million Credit Facility
------------------------------------------------------------
Air Canada, ACE Aviation Holdings Inc.'s principal subsidiary,
reported the successful completion of a two-year senior secured
revolving credit facility in an aggregate amount of $300 million.
The purpose of the revolving credit facility is for general
corporate purposes, including working capital requirements.

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

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003. (Air Canada Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIANCE ONE: Moody's Assigns Low-B Ratings to $1.1 Billion Debts
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Alliance One
International Inc.  The outlook is stable.  Moody's also withdrew
ratings on Dimon Incorporated and Standard Commercial Corporation,
which were placed under review on November 11, 2004, following
completion of the tender offer on their bonds by both companies.
The outlook is stable.

Ratings assigned:

     Alliance One

        * B1 for senior implied

        * B1 for $300 million secured revolving credit facility
          due in April 2008

        * B2 for $400 million senior notes due in 2012 and 2013

        * B3 for $250 million senior subordinated notes due
          in 2015

     Alliance One International AG

        * B1 for $150 million secured term loan due in April 2008

Ratings withdrawn:

     Standard Commercial Corporation

        * Senior implied, at Ba3
        * Senior unsecured, at Ba3
        * Issuer rating, at B1

     Standard Commercial Tobacco Company

        * Bank credit facility, at Ba3

     Dimon Incorporated

        * Senior implied, at B1
        * Senior guaranteed unsecured, at B1
        * Issuer rating, at B2

In November 2004, Dimon and Standard Commercial announced their
intent to combine under a 100% stock merger, with Dimon being the
surviving corporation, which will be renamed Alliance One
International Inc.  The merger is still subject to customary
closing conditions, and is expected to be completed during April
2005.  At the time of the merger, Dimon and Standard Commercial
will retire their existing debt, and Alliance One and one of its
subsidiaries, Alliance One International AG, will issue new debt.

The newly assigned ratings recognize the benefits of the merger in
two areas:

   * customer relationships, and cost reduction, as well as the
     diversity in sourcing of the newly created company, and

   * Moody's expectation that an overwhelming proportion of
     Alliance One's purchases will be backed up by customer
     orders.

They also recognize the expected high volatility in cash flow due
to:

   * unpredictable crop fluctuations and non-continuous shipments
     to customers;

   * the still high bargaining power of cigarette manufacturer
     clients;

   * Moody's expectation that global tobacco demand growth will be
     stagnant;

   * the high debt leverage of the company; and

   * limited debt reduction expected over the medium-term.

By offering a wider sourcing presence, Alliance One should be able
to match its cigarette clients' increasing desire to source and
manufacture as close as possible to their market in order to
reduce their costs.

Over the long-term, the customer relationship benefits of this
wider presence should offset the possible early transfer of some
business to competitors by clients who would not want to overweigh
sourcing of their tobacco needs from only one company.  Moody's
also expect that the company should achieve most of the synergy
related cost reductions that it anticipates from the merger
($60 million a year by fiscal year 2007).

These savings should come mainly from elimination of duplicative
corporate and regional overhead costs and the closing of
manufacturing facilities, and are clearly identifiable.  Moody's
expect that this rationalization should lead to an improved
capacity utilization rate, and strengthen the bargaining power of
Alliance One in its price negotiations with clients.

Nonetheless, the bargaining power of the company will remain weak
due to the significant size of many of its clients.  Operating
margin is unlikely to go beyond 10%, and pricing pressures are
likely to remain.  This pressure from cigarette companies could
also translate into higher inventory levels for Alliance One, as a
result of the increasing desire by large cigarette companies to
streamline their own inventory levels.  We also expect that cash
flow volatility will remain high on quarterly and yearly bases, as
a result of fluctuations in tobacco crop sizes worldwide typical
of agricultural commodities, and because deliveries to customers
(and resulting payments to Alliance One) should continue to be
made in a few shipments each year, as opposed to continuously.

Moody's also expect that worldwide consumption of cigarettes,
which will drive demand for tobacco leaf sourced and processed by
Alliance One, will be stagnant over the long term, due to
declining per capita consumption rates, offset by worldwide
demographic growth of 1% a year.  Volume stagnation could turn
into a decline due to the implementation of the Framework
Convention on Tobacco Control, which became effective in early
2005.  Launched by the World Health Organization, the convention
will coordinate the passage of anti-smoking legislation worldwide.

The company's financial leverage will be high, with an expected
fiscal year 2005 (ended March 31, 2005) pro forma debt to EBITDA
ratio of 5.63.  We expect that the percentage of annual free cash
flow to debt should remain in the mid to high single digits.  As a
result, we expect that debt reduction will remain limited over the
next three years.

The outlook is stable.  However, the rating is weakly positioned
and predicated on the expected realization of merger-related
savings.  Without the merger, continuing weak results at both
Dimon and Standard Commercial could have led to an eventual
downgrade of both credits.  However, we expect that cost savings
tied to manufacturing rationalization should strengthen overall
cash flow to a level justifying the assigned rating.  Still, an
operating income below $120 million in FY2006 could bring pressure
on the ratings.

The absence of secured debt notching from the senior implied
rating reflects the strong proportion of bank debt in the capital
structure and our view that the collateral package granted to
revolving credit and term loan lenders would not provide them with
any significant asset recovery advantage.  Security for these
lenders includes the capital stock of the material domestic and
first-tier foreign subsidiaries of the company and its domestic
subsidiaries (100% for domestic subsidiaries and 65% for first-
tier foreign subsidiaries), but no hard assets.  Secured lenders
also benefit from guarantees from material domestic subsidiaries,
but not from foreign ones.  The obligor of the $150 million term
loan will be Alliance One International AG, a first-tier Swiss
direct subsidiary of Alliance One.  Term loan lenders will benefit
from a guarantee from the parent.

The notching down of the senior notes reflects their weaker
position relative to bank facilities due to their lack of
security.

Headquartered in Wilson, North Carolina, Standard Commercial
Corporation is the world's third-largest dealer of leaf tobacco
with operations in more than 30 countries.

Headquartered in Danville, Virginia, Dimon Incorporated is the
world's second largest dealer of leaf tobacco with operations in
more than 30 countries.


ALLIANCE TOWERS: Losses & Deficit Triggers Going Concern Doubt
--------------------------------------------------------------
Alliance Towers, Inc., is currently not active in developing any
wireless telecommunication facilities because of a lack of
external financing and insufficient revenue to cover its operating
costs.  If it does not obtain external financing, management has
stated that the Company will be forced to cease its business
operations.  In addition, due to lack of funding, management is
pursuing a merger with a third party.

As of December 31, 2004, the Company had $20,434 cash on hand.  It
currently does not have a source of revenue to cover operating
costs to allow it to continue as a going concern.  Accordingly,
Alliance Towers' independent accountants have included in the
Company's financial statements a "going concern" qualification
footnote.  There can be no assurance that the Company will be able
to continue its tower operations.

In addition, on December 30, 2004, Alliance Towers issued a
Promissory Note to EMEGC in the principal amount of $1,696,886.47.
Under the terms of the Promissory Note, Alliance is obligated to
pay the principal and accrued interest immediately upon written
demand from EMEGC.  Interest accrues on the outstanding principal
balance of the Promissory Note at a daily rate, the denomination
of which is 360, and the numerator of which is the Prime Rate plus
3%.  Accrued interest on the outstanding principal balance of the
Promissory Note is due and payable on the quarterly anniversary of
the execution of the Promissory Note and on each subsequent
quarterly anniversary thereafter.  The Promissory Note is secured
by all of Alliance Towers' assets pursuant to a Security
Agreement, dated December 30, 2004.  In the event that the Company
is unable to repay the Promissory Note when due, the Company could
lose all of its assets, including, but not limited to, all of its
wireless telecommunication facilities and be forced to cease its
operations.

Due to lack of funding for construction and insufficient revenue,
the Company will not proceed into construction for previously
anticipated facilities for Cingular Wireless at Dodge High, East
Crisp, Lamar, Huntington, Big Branch, Chauncey and Davis.  On
January 7, 2005, its Board of Directors determined that there was
an inability to continue with the seven additional sites for
Cingular Wireless due to a lack of funding.  It was determined by
the Board of Directors that these contracts would be transferred
to another party, which has the funds to complete the sites.
These sites are being transferred to EMEGC in consideration of not
charging interest amounts owed to EMEGC from Alliance Towers from
October 2003 to the effective date of the EMEGC Promissory Note.

At December 31, 2004 Alliance Towers had total assets of
approximately $2,252,664 and current liabilities amounting to
$3,441,888.  At December 31, 2003, it had total assets of
approximately $638,009 and had current liabilities of
approximately $1,095,108.

For the year ended December 31, 2004, the Company had a $1,665,375
net loss, as compared to a net loss of $279,689 for the year ended
December 31, 2003, an increase of $1,385,686 or 495.44%.  This
increased loss is primarily attributable to the increased
operating expenses that Alliance incurred as a result of its
development of tower facilities for the wireless communications
industry.

As of December 31, 2004, the Company had $20,434 cash-on-hand
compared to $33 on December 31, 2003.  It had a $3,121,487 net
working capital deficit for the year-end December 31, 2004, as
compared to a net working capital deficit of $1,043,756 for the
year ended December 31, 2003, an increase of $2,077,731 is an
increase of 50.2%.  The increase in working capital deficit was a
result of nine communication towers being completed and
accumulation of payroll and other expenses in the year ended
December 31, 2004.

As a result of these many factors the Company's independent
auditors have added an explanatory paragraph to their audit
opinions issued in connection with the 2004 and 2003 financial
statements which states that Alliance Towers does not have
significant cash or other material assets to cover its operating
costs and to allow it to continue as a going concern.  The ability
to obtain additional funding will determine Alliance Towers'
ability to continue as a going concern.

Alliance Towers, Inc., was incorporated in the State of Florida on
July 10, 1997 as August Project 1 Corp.  The Company develops
wireless telecommunication facilities, which then provides both
ground and tower lease space to wireless service providers.


ARMSTRONG WORLD: Court Okays Future Rep.'s 9% Pay Hike to $600/Hr.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Dean M. Trafelet's request to increase his compensation as legal
representative for future claimants in Armstrong World Industries,
Inc., its and debtor-affiliates' chapter 11 cases to $600 per
hour, nunc pro tunc to January 1, 2005.

As reported in the Troubled Company Reporter on Mar. 2, 2005, the
Futures Representative has served in that role for over three
years and has been compensated at the same hourly rate --
$550 per hour -- during that time.  Most, if not all, of the
professionals retained in AWI's cases who are compensated on an
hourly basis have periodically increased their hourly rates since
their retention date to reflect economic and other conditions.
Certain of the professionals have increased their compensation by
approximately 15% to 25% since their retention.

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: Balks at AMFA's Request to Assume Tentative Pact
--------------------------------------------------------------
As previously reported, the Aircraft Mechanics Fraternal
Association, on behalf of certain employees of ATA Airlines, Inc.,
entered into a Tentative Agreement with ATA Airlines, Inc., on
May 28, 2004.  Under the Agreement, ATA Airlines agreed to provide
moving expense reimbursement for AMFA members who move their
household due to an involuntary displacement.

Louis S. Meltz, Esq., at Seham, Seham, Meltz & Petersen LLP, in
White Plains, New York, relates that in a February 22, 2005
letter, ATA Airlines advised certain employees that due to staff
reductions, they would be displaced from their position due to job
classification seniority.  If the employees could not exercise
their seniority over less senior employees, they would be
furloughed.  ATA Airlines stated in the February 22 letter that
"[a]ny relocation expenses will be at your expense."

Mr. Meltz argues that ATA Airlines may not disturb the status quo
by making unilateral changes to the Tentative Agreement, by
unilaterally electing not to abide by the moving expense
reimbursement provisions previously agreed to.  ATA Airlines has
not made any effort to negotiate a voluntary modification of the
Tentative Agreement.

Mr. Meltz tells Judge Lorch that ATA Airlines has made no showing
that the Tentative Agreement "burdens the estate".  Accordingly,
AMFA asks the United States Bankruptcy Court for the Southern
District of Indiana to compel the Debtors to assume the Tentative
Agreement.

                          Debtors Object

"There is no 'agreement' to assume or reject," James M. Carr,
Esq., at Baker & Daniels, in Indianapolis, Indiana, argues.

Mr. Carr explains that the Aircraft Mechanics Fraternal
Association and ATA Airlines, Inc., remain in the midst of
collective bargaining for their first agreement, under the
mediation auspices of the National Mediation Board.  The parties'
"Tentative Agreement" on moving expenses was simply one step in a
lengthy bargaining process, in which a tentative agreement on one
issue is a partial, conditional agreement, expressly contingent
on:

   -- reaching an overall agreement on all issues between the
      parties; and

   -- ratification by the AMFA membership at ATA Airlines.

Since AMFA and ATA Airlines have not yet reached agreement on all
issues, and nothing has been ratified, any and all tentative
agreement between the parties remain contingent and conditional.
In fact, AMFA has told its members in writing in October 2004
that "since we have not completed the negotiating process, we do
not yet have a binding contract."

Mr. Carr adds that prior to the present proceeding, AMFA never has
asserted that any tentative agreement is immediately enforceable.
To the contrary, several AMFA statements reflect that ATA Airlines
is free to make changes in terms and conditions of employment
until the parties have signed an overall collective bargaining
agreement.

Richard W. Meyer, ATA Airlines Senior Vice President of Employee
Relations, attests that it is the company's standing policy not to
provide for moving expenses.  Mr. Meyer notes that the
September 1, 2002 "Maintenance & Engineering Furlough & Recall
Procedures" and the August 21, 2002 Recall Procedures agreed by
ATA and AMFA expressly provide that "[a]ny moving expenses
associated with furlough/displacement shall be paid for by the
employee."  Mr. Meyer says no changes in the provision of moving
expenses have been made since.  Several furloughs took place after
September 1, 2002, pursuant to these procedures, and ATA
Airlines paid no moving expenses.

Mr. Carr also tells the Court that AMFA cannot enforce the
Tentative Agreement under the "status quo" requirements of the
Railway Labor Act.  The Supreme Court has explained that the "the
status quo extends to those actual, objective working conditions
out of which the dispute arose."

Even if ATA Airlines had the policy of paying for moving expenses,
it is free to change its policy until the time it executes the
collective bargaining agreement with AMFA.

According to Mr. Carr, if AMFA wished to bring a claim that ATA
Airlines has an obligation to pay moving expenses as part of the
status quo, it should have brought that claim within six months of
September 1, 2002, when ATA Airlines reiterated its policy.
"AMFA's claim for such a status quo violation is now out of time,"
Mr. Carr says.

                          AMFA Responds

Louis S. Meltz, Esq., at Seham, Seham, Meltz & Petersen, LLP, in
White Plains, New York, contends that the Debtors' Objection
disingenuously attempts to "fragment" and mischaracterize the
Tentative Agreement as "a single issue among the hundreds of
issues discussed by ATA Airlines, Inc., and AMFA during their
ongoing collective bargaining."

Mr. Meltz points out that, contrary to Mr. Meyer's declaration,
AMFA have tentatively agreed to terms on 19 Articles of the
Tentative Agreement.  AMFA does not refer to Article 29 as the
entire Tentative Agreement in isolation from the other Articles of
the Tentative Agreement.

According to Mr. Meltz, AMFA placed emphasis on the Article 29
provision in its request because of ATA's announcement on
February 22, 2005, about staff displacements due to the ongoing
staff reductions.  In addition, AMFA referred to Article 29 to
point out ATA Airlines' unilateral action not to abide by the
moving expense reimbursement provisions previously agreed to.

ATA Airlines elected to proceed within the dictates of the
Railway Labor Act and came to a mutual agreement with AMFA instead
of acting unilaterally.  The issue before the Court, Mr. Meltz
says, is whether ATA Airlines is precluded from acting
unilaterally to change the existing status quo embodied in the
19 Articles comprising the Tentative Agreement, including
Article 29.

Mr. Meltz cites that the Debtors' Objection expressly quotes
language that supports AMFA's position that ATA Airlines may not
unilaterally make changes to subjects tentatively agreed to,
including Article 29 on moving expenses, just because all issues
have not been agreed to.  The Objection confirms that "[i]f the
parties are at impasse only over certain issues, an employer may
not make unilateral changes as to subjects that were tentatively
agreed to during negotiations."

"ATA Airlines' unilateral change of Article 29 is a resort to
self-help before exhaustion of the Act's negotiation and mediation
procedures and interferes with the normal course of negotiations
by weakening AMFA's bargaining position." Mr. Meltz tells Judge
Lorch.

"Further, it is simply implausible that the Article 29 provision
of the TA agreed to by ATA on May 28, 2004, does not supersede
ATA Airlines' policy in August 2002, which did not provide for
moving expenses and which was at a time when negotiations between
the parties had not yet been commenced."

Because ATA Airlines currently pays and will be paying the moving
expenses of its Fleet Service Employees, as indicated in the
document Flight Deck Reading File 05-16, Mr. Meltz maintains that
there is evidence that the unilateral change of Article 29 of the
Tentative Agreement by ATA Airlines is not motivated by business
reasons.

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: Court Includes Two Airport Leases to Rejected Pacts
-----------------------------------------------------------------
As previously reported, Chicago Express Airlines, Inc., sought the
United States Bankruptcy Court for the Southern District of
Indiana's authority to reject 71 executory contracts and unexpired
leases.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Agreements are for goods and services,
equipment, or personal and nonresidential real property that is no
longer necessary to the operations of Chicago Express.

In addition, Chicago Express inadvertently omitted two airport
lease and use agreements from the rejected agreements:

   (1) The Airport Use and Lease Agreement dated as of May 28,
       2002 between Chicago Express and the Metropolitan Airport
       Authority of Rock Island County, Illinois; and

   (2) The Blue Grass Airport Space/Use Permit between Chicago
       Express and the Lexington-Fayette Urban County Airport
       Board

Chicago Express vacated and surrendered possession of its space at
the Blue Grass Airport for almost a year now, and the space at the
Quad-City Airport on January 8, 2005.

Mr. Nelson contends that allowing Chicago Express to include the
two agreements among the rejected agreements will not prejudice
the counterparties.  Chicago Express will inform the Rock Island
Authority and the Lexington Airport Board of its intent to reject
the agreements effective as of March 31, 2005.

At the Debtors' behest, the Court includes the Rock Island
Agreement and the Lexington Agreement to the list of Chicago
Express agreements to be rejected.

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)


BALDWIN CRANE: Court Confirms Third Amended Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
confirmed the Third Amended Plan of Reorganization filed by
Baldwin Crane & Equipment Corporation.

Judge Joan H. Feeney determined that the Plan complies with the
requirements of Section 1129(b)(2) of the Bankruptcy Code.

                       Review of the Plan

The Plan groups claims and interests into 23 classes.

Unimpaired claimants are secured by the Debtor's Equipment being
transferred, surrendered or sold.  The Unimpaired Claimants are:

      * Wells Fargo Equipment Finance, Inc.,
      * All Points Capital Corp.,
      * CitiCapital Commercial Corp.,
      * General Electric Capital Corp.,
      * De Lage Landen Financial Services,
      * Chase Manhattan Automotive Finance Corp.,
      * Citizen's Bank, General Motors Acceptance Corp., and
      * Sovereign Bank.

Those claims will be paid in full on or after the Effective Date.

Impaired claims consist of:

   a) Class 14 to Class 17 claims of Caterpillar Financial
      Services Corp., to be paid in full on or after the Effective
      Date;

   b) Class 18 claims of CitiCapital Technology Finance, Inc., to
      be paid in full after the Effective Date;

   c) Class 19 to Class 21 claims of De Lage Landen Financial
      Services to be paid in full after the Effective Date;

   d) Holders of Allowed or Undisputed, Non-Insider Unsecured
      Claims of General Creditors will be paid a Pro Rata dividend
      distribution of funds in the amount $298,084 in three
      equal monthly installments; and

   e) Equity Security Holders won't recover anything under the
      Plan; their shares will be cancelled after the Effective
      Date.

Headquartered in Wilmington, Massachusetts, Baldwin Crane and
Equipment Corp., operates a crane-operating business.  The Company
filed for chapter 11 protection on October 3, 2003 (Bankr. Mass.
Case No. 03-18303).  Nina M. Parker, Esq., at Parker & Associates
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


BANC OF AMERICA: Fitch Ups Ratings on Five Mortgage Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Banc of America Mortgage
Securities, Inc. mortgage pass-through certificates.  Banc of
America Mortgage Securities, Inc. mortgage pass-through
certificates:

   Series 2001-4 Group 1

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

   Series 2001-4 Group 2

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

   Series 2002-5

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

   Series 2002-9 Group 1

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

   Series 2002-9 Groups 2 & 3

      -- Classes 2A & 3A affirmed at 'AAA'.

   Series 2002-10 Group 1

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

   Series 2002-10 Group 2

      -- Class 2A affirmed at 'AAA'.

   Series 2003-1 Group 1

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

   Series 2003-1 Group 2

      -- Class 2A affirmed at 'AAA'.

Real Estate Synthetic Investment Securities, mortgage pass-through
certificates:

   Series 2002-A

      -- Class B-3 affirmed at 'AAA';
      -- Class B-4 affirmed at 'AAA';
      -- Class B-5 affirmed at 'AAA';
      -- Class B-6 affirmed at 'AAA';
      -- Class B-7 affirmed at 'AAA';
      -- Class B-8 upgraded to 'AAA' from 'AA';
      -- Class B-9 upgraded to 'AA' from 'A';
      -- Class B-10 upgraded to 'A+' from 'BBB-';
      -- Class B-11 upgraded to 'BBB+' from 'BB'.

   Series 2003-A

      -- Class B-3 upgraded to 'AA+' from 'A';
      -- Class B-4 upgraded to 'AA' from 'A-';
      -- Class B-5 upgraded to 'AA-' from 'BBB';
      -- Class B-6 upgraded to 'A' from 'BBB-;
      -- Class B-7 upgraded to 'BBB' from 'BB';
      -- Class B-8 upgraded to 'BBB-' from 'BB-';
      -- Class B-9 upgraded to 'BB+' from 'B+';
      -- Class B-10 upgraded to 'BB' from 'B';
      -- Class B-11 upgraded to 'B' from 'B-'.

   Series 2003-B

      -- Class B-3 affirmed at 'A';
      -- Class B-4 affirmed at 'A-';
      -- Class B-5 affirmed at 'BBB';
      -- Class B-6 affirmed at 'BBB-';
      -- Class B-7 affirmed at 'BB';
      -- Class B-8 affirmed at 'BB-';
      -- Class B-9 affirmed at 'B+';
      -- Class B-10 affirmed at 'B';
      -- Class B-11 affirmed at 'B-'.

   Series 2003-CB1

      -- Class B-3 affirmed at 'A';
      -- Class B-4 affirmed at 'A-';
      -- Class B-5 affirmed at 'BBB+';
      -- Class B-6 affirmed at 'BBB';
      -- Class B-7 affirmed at 'BB';
      -- Class B-8 affirmed at 'BB-';
      -- Class B-9 affirmed at 'B+';
      -- Class B-10 affirmed at 'B';
      -- Class B-11 affirmed at 'B-'.

The upgrades, affecting approximately $474 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 3 and 50 times the original
credit enhancement levels.

The affirmations, affecting approximately $861 million of
outstanding certificates, are due to pool performance and CE
levels consistent with expectations.

The pool factors (current mortgage loans outstanding as a
percentage of the initial pool) ranged from 2% to 64%.

The collateral on these deals primarily consists of 15- to 30-year
fixed-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/


BFG DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: BFG Development, Inc.
        1616 E. Griffin Parkway, PMB 110
        Mission, Texas 78572

Bankruptcy Case No.: 05-70332

Type of Business: BFG Investments, LLC, an affiliate, filed for
                  chapter 11 protection on March 1, 2005 (Bankr.
                  S.D. Tex. Case No. 05-70173).

Chapter 11 Petition Date: April 4, 2005

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Kelly K. McKinnis, Esq.
                  612 Nolana Loop, Suite 240
                  McAllen, Texas 78504
                  Tel: (956) 686-7039
                  Fax: (956) 686-8261

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Claim Amount
   ------                     ------------
Nextel Partners, Inc.               $3,265
PO Box 4192
Carol Stream IL 60197-4192


CARDIMA INC: BDO Seidman Continues to Have Going Concern Doubt
--------------------------------------------------------------
BDO Seidman LLP expressed substantial doubt about Cardima(R),
Inc.'s (Nasdaq SC: CRDM) ability to continue as a going concern
after it completed an audit of the company's financial statements
for the year ended Dec. 31, 2004.  The Company delivered a copy of
its annual report to the Securities and Exchange Commission last
week.  A similar explanatory paragraph has been included in Annual
Report filings in each of the past three years by the Company's
independent auditor.

The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.  At March 31, 2005, the
Company had approximately $1.7 million in cash and cash
equivalents.  Based on its 2005 operating plan, the Company
believes that its cash balances as of March 31, 2005, will only
provide sufficient capital to fund operations for a very limited
period of time and will not be sufficient to fund operations into
the third quarter of 2005.  The Company is exploring potential
funding opportunities including the sale of equity securities or
entering into a strategic transaction relating to its Surgical
Ablation System.

                        About the Company

Cardima, Inc., has developed the REVELATION(R) Tx, REVELATION T-
Flex and REVELATION Helix linear ablation microcatheters, the
NAVIPORT deflectable guiding catheters, and the INTELLITEMP energy
management system for the minimally invasive treatment of atrial
fibrillation (AF).  The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart.
The REVELATION Tx, REVELATION T-Flex and REVELATION Helix systems
and the INTELLITEMP have received CE Mark approval in Europe.  The
Company has also developed a Surgical Ablation System, which is
intended for cardiac surgeons' use in ablating cardiac tissue
during heart surgery using radio frequency (RF) energy.  In
February 2003, the Company announced that it had received FDA
510(k) clearance to market the Surgical Ablation System in the
U.S. for use in ablating cardiac tissue.


CATHOLIC CHURCH: Spokane Wants Exclusive Period Extended to Jan. 6
------------------------------------------------------------------
Since filing for chapter 11 protection on December 6, 2004, the
Diocese of Spokane has devoted substantial time and effort toward
establishing the process necessary to negotiate with creditors.
These actions involve formulating the accelerated alternative
dispute resolution process, establishing a deadline for filing
claims, preparing a form of notice of the Bar Date, and
determining the need for appointment of a future claims
representative.  These issues must be addressed before negotiation
with creditors.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, relates that less than four months
have passed since the Petition Date.  There are a number of
unresolved issues that are central to the filing of the Diocese of
Spokane's plan of reorganization.  The extent of the property of
the estate is unknown.  The extent of claims has not been
determined, and no estimation of claims has occurred.  The Claims
Bar Date has not been established as of this time.

Until these issues are resolved, Mr. Cross says it is difficult to
see how the Diocese, or any other party-in-interest, would be able
to propose a plan that would comply with the best interest of
creditors test as required by Section 1129(a)(7) of the Bankruptcy
Code.  More time is necessary to permit the Diocese to prepare and
negotiate a plan and prepare adequate information to solicit
acceptance of the plan.

Pursuant to Section 1121(d) of the Bankruptcy Code, Spokane asks
the U.S. Bankruptcy Court for the Eastern District of Washington
to extend the period within which it has the exclusive right to
file a plan until January 6, 2006, and the exclusive right to
solicit acceptance of the plan until March 10, 2006.

Mr. Cross ascertains that the Diocese is not seeking to extend the
exclusivity period to pressure creditors.  In fact, the Diocese
filed a stipulation stating that the filing of a proof of claim,
in and of itself, will not waive a creditor's right to a trial.
Creditors who desire a jury trial will have the right to have
their claim liquidated by a jury.

The purpose of the extension, Mr. Cross explains, is to provide
the Diocese, Committees and other parties-in-interest additional
time to continue to negotiate and implement the procedures
necessary to allow the filing of a confirmable plan.  The purpose
of the extension is:

   -- to provide sufficient time for the Diocese, Committees,
      U.S. Trustee, and other parties-in-interest to resolve the
      numerous issues associated with the deadline for filing
      proof of tort claims;

   -- for the Diocese to provide notice of the Claims Bar Date to
      persons who may be entitled to assert a claim, for the
      claimants to file proof of claim;

   -- to provide the Diocese with an opportunity to develop and
      implement the accelerated alternative dispute resolution
      process described in its proposed case management order so
      that a significant portion of the claims may be liquidated.

   -- to provide the Diocese with the opportunity to attempt to
      resolve or litigate the disputes with its insurers over
      insurance coverage; and

   -- to provide the Diocese with the opportunity to attempt to
      resolve or litigate the property of the estate issues.

Extending the Exclusive Periods will facilitate moving the
Diocese's case toward a fair and equitable resolution.  Mr. Cross
informs Judge Williams that the Diocese, the Committees, the U.S.
Trustee and other parties-in-interest have been working diligently
and in good faith toward reorganization.  The Diocese is paying
its bills on time.  The amount of time elapsed, and the additional
time requested by the Diocese, are not unreasonable in light of
the unprecedented complex factual and legal issues of the Chapter
11 case.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants to Hire Unknown Claims Agent
-----------------------------------------------------------
Michael M. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller, LLP, in Spokane, Washington, tells the U.S. Bankruptcy
Court for the Eastern District of Washington that it is necessary
that all constituencies who assert or might assert claims against
the Diocese of Spokane arising out of sexual abuse by clergy or
other workers associated with the Diocese have an opportunity to
be heard in the reorganization case.  Those who assert or might
assert sexual abuse claims may be grouped into six categories:

   (a) Claims currently in litigation;

   (b) Claims by claimants who have chosen not to initiate
       litigation against the Diocese but who have asserted that
       they have been abused and are receiving counseling or
       other services from the Diocese;

   (c) Claims by persons who have contacted the Diocese regarding
       potential abuse claims but who have not sought counseling
       or other services offered by the Diocese;

   (d) Claims that have not yet been asserted by persons who know
       they have been sexually abused and have made a connection
       between the abuse and all potential injuries arising from
       it;

   (e) Claims by persons who know that they are victims of sexual
       abuse by an alleged agent of the Diocese while the
       claimant was a minor yet, prior to any Claims Bar Date
       established in the Chapter 11 case, but fail to make the
       connection between the abuse and injuries arising from it;
       and

   (f) Potential claims by persons who, prior to any claims bar
       date established in the Chapter 11 case, had not
       discovered or could not have reasonably discovered that
       they were sexually abused as a minor by an agent of the
       Diocese -- the Unknown Tort Claims.

Against this backdrop, Spokane asks Judge Williams to appoint an
unknown claims representative to (i) make appearances, (ii) file
pleadings, (iii) file claims, and (iv) take other actions or
perform other duties as the Court may authorize, on behalf of
Unknown Tort Claimants and those persons with Tort Claims who have
not reached the age of 18.

For due process considerations, Mr. Paukert asserts that the
appointment of an Unknown Claims Representative is appropriate
under the circumstances because individuals holding Unknown Tort
Claims are parties-in-interest who may hold "claims" within the
meaning of that term under the Bankruptcy Code and applicable 9th
Circuit precedent, and are entitled to representation in the
Reorganization Case.

Mr. Paukert explains that the Diocese intends to file a Plan which
will address all claims including Tort Claims and Unknown Tort
Claims.  Appointment of an Unknown Claims Representative is
necessary to enable the Court to issue valid and binding orders
and judgments against persons determined to be Unknown Tort
Claimants by enabling them, through their duly appointed
representative, to participate in the reorganization process.

The Diocese does not expect that the Unknown Claims
Representative will carry a high price tag.  In comparison to the
"mass tort" cases, in which the notion of a futures claims
representative had its genesis, the Diocese believes that the
number of known Tort Claims in its case is relatively small.
Likewise, the number of Unknown Claimants, if any, are few.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CB RICHARD: Moody's Raises Two Senior Debt Ratings to Ba3 from B1
-----------------------------------------------------------------
Moody's Investors Service has raised the senior debt and senior
subordinated debt ratings of CB Richard Ellis Services, Inc. to
Ba3 and B1, respectively.  The rating outlook was also raised to
positive.  These rating actions result from the firm's continued
improvement in operating performance, as well its successful
recapitalization, which has substantially strengthened its balance
sheet.  Moody's also believes that the acquisition of Insignia
Financial Group in 2003 has strengthened CB Richard's global brand
and franchise, and improved its cash flow stability.

According to Moody's, CB Richard Ellis has reduced its cost
structure over the past few years, while continuing to gain market
share in leasing and sales brokerage businesses -- its largest
business line at roughly three-fourths of 2004 revenues.  EBITDA
margins improved to 12.7% in 2004, up from 11.3% in 2003.  Moody's
expects operating margins will improve further as CB Richard Ellis
continues to realize synergies from the Insignia acquisition.
This acquisition has also provided CB Richard Ellis with a larger
and more diversified property service platform, strengthening its
brand and franchise.  The integration of the two firms is
complete, and results have come in ahead of projections in terms
of both revenue retention and cost savings.  Moody's notes that
many retention contracts signed with key brokers will begin to
expire over the next few years, but views attrition risk as lower
than at merger closing.

Moody's also notes that CB Richard Ellis' recent recapitalization
has substantially improved its credit profile.  In June 2004, CB
Richard Ellis raised about $147 million in common equity via an
initial public offering.  IPO proceeds, in combination with free
cash flow, have been used to pay down high interest debt.  As a
result, net debt/recurring EBITDA declined to 1.2x in 2004, down
from 3.6x in 2003.

The positive rating outlook reflects Moody's expectation that CB
Richard Ellis' leverage will decline further as the company
continues to pay down high interest debt, while continuing to
strengthen earnings and expand market share.  Near-term ratings
improvement is dependent upon further increasing operating margins
to at least 15%, and reducing leverage (Net Debt/Recurring EBITDA
below 1.0x) and continued progress in building a worldwide
franchise with increased share of revenues from outside the USA
approaching 40%.

Diversification of earnings away from brokerage would be a plus.
Stabilization or slight deterioration in operating margins from
current levels would result in a stable outlook.  Margins below
10%, or net debt/EBITDA above 1.5X, would likely result in a
downgrade.  A shift in capital strategy -- such as material stock
repurchases, or a leveraged buyout or acquisition -- would most
likely result in a downgrade.

These ratings were raised:

   * CB Richard Ellis Services, Inc.

      -- senior secured bank credit facility to Ba3, from B1;

      -- senior unsecured debt to Ba3, from B1; and

      -- senior subordinated debt to B1, from B3.

CB Richard Ellis Services, Inc. is the largest global provider of
commercial real estate services.  Services it provides include:

   * property sales/leasing brokerage,
   * property management,
   * corporate services and facilities management,
   * capital markets advice and execution,
   * appraisal/valuation services,
   * research, and
   * consulting.

CB Richard Ellis is headquartered in Los Angeles, California, USA,
and has more than 13,500 employees and over 200 offices across
more than 50 countries.


CHENIERE ENERGY'S: S&P Puts B+ on Proposed $500M Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed $500 million senior unsecured notes of Houston, Texas-
based Cheniere Energy Inc.

Cheniere was also assigned a corporate credit rating of 'B+'. The
outlook is stable.

Proceeds from the offering are to be used to build liquefied
natural gas (LNG) regasification terminals on the U.S. Gulf Coast.

Standard & Poor's will hold a teleconference on Tuesday, April 12
at 11 a.m. EST to discuss the rationale for the new ratings.
Teleconference access details appear below.

Since 2000, Cheniere has acquired four sites for developing LNG
receiving and regasification terminals at:

      (1) Freeport, Texas (1.5 billion cubic feet per day (bcfd);

      (2) Sabine Pass, La. (2.6 bcfd);

      (3) Corpus Christi, Texas (2.6 bcfd); and

      (4)Creole Trail, La. (3.3 bcfd).

The total expected investment is more than $3 billion.

The stable outlook currently assumes that note proceeds will be
invested in future LNG terminal projects.  Cheniere's first-mover
advantage into the LNG terminals business provides it with
attractive sites on the Gulf Coast, a key competitive advantage
that provides decent likelihood that additional LNG terminals will
be built.  This, coupled with strong project economics, provides
an incentive not to invest money in other businesses.

Considerable rating upside exists over the medium term if Cheniere
successfully executes on this strategy.  Ratings could be lowered
if funds are invested in other, riskier businesses that fail to
provide returns.


CHESAPEAKE CENTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Chesapeake Center, Inc.
        6506 Loisdale Road, Suite 300
        Springfield, Virginia 22150-1815

Bankruptcy Case No.: 05-11223

Type of Business: The Debtor operates a speech and
                  language therapy center.  See
                  http://www.chesapeakectr.com/

Chapter 11 Petition Date: April 5, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011

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                              $5,673,743
Spec. Procedures/
Support Staff
P.O. Box 10025
Richmond, VA 232400025

DMAS                                                  $1,481,435
600 Broad St., Suite 1300
Richmond, VA 23219

Starr Management                                        $731,100
7110 Rainwater Place
Lorton, VA 22079

Careerstaff Unlimited                                    $54,690

Venable                                                  $37,597

Bank One                                                 $24,565

Virginia Dept. of Taxation                               $23,610

McGuire Woods                                            $22,570

Verizon                                                  $16,951

Select Staffing Services                                 $16,416

Knowles Associates                                       $13,038

United Healthcare Medical                                $11,704

Franchise Tax Board           1995, 1997 & 1998 taxes    $10,184
State of California

Commerce Center Associate                                 $7,500

Dixon Odom, PLLC                                          $7,034

Recruitment Alternatives                                  $7,000

After Hours Computer Svcs.                                $5,488

Woolfolk Properties Inc.                                  $4,389

The Psychological Corp.                                   $4,096

Capital One, F.S.B.                                       $3,956


CHUMASH CASINO: Good Performance Prompts S&P to Lift Rating to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings for Chumash Casino & Resort
Enterprise (CCRE) to' BB' from 'BB-', and revised its outlook on
the company to stable from positive.

"The upgrade reflects Standard & Poor's assessment that operating
results at CCRE's Chumash Casino continue to be good, resulting in
credit measures that are solid for the new rating," said Standard
& Poor's credit analyst Michael Scerbo.  "We expect that this
trend will continue in the near term."

The ratings for Santa Ynez, California-based CCRE reflect the
continued solid performance of the Chumash Casino, its good credit
quality, and the limited competition in its surrounding area.
Still, the CCRE is reliant upon a single asset, and the depth of
the overall market is uncertain.  The CCRE was created to operate
the Chumash Casino for the Santa Ynez Band of Mission Indians.
The Santa Ynez Indians are one of many federally recognized Native
American tribes in California with gaming compacts.

The outlook is stable. Standard & Poor's expects that the CCRE's
operating performance will continue to be solid given the quality
of its new facility and the limited competition in its surrounding
market.  As a result, credit measures are expected to remain good
for the rating.


CLIFF'S ENTERPRISES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cliff's Enterprises, Inc.
        dba Murphy Food Mart
        1925 FM 1092
        Missouri City, Texas 77459

Bankruptcy Case No.: 05-35147

Type of Business: The Debtor operates convenience and grocery
                  stores.

Chapter 11 Petition Date: Filed: April 4, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Joan Kehlhof, Esq.
                  Wist Holland & Kehlhof, L.L.P.
                  720 North Post Oak Road, Suite 610
                  Houston, Texas 77024
                  Tel: (713) 686-5444
                  Fax: (713) 686-0703

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Small Business Loan Source,   Purchase Money            $856,000
LLC                           Value of security:
9801 Westheimer Rd,           $431,000
11th Floor
Houston, Texas 77042

CGI Financial, Inc.           Taxes                      $36,898
7505 Greenway Center Drive
Suite 002
Greenbelt, MD 20770

Ft. Bend I.S.D.-Tax Office    Personal Prop Inv,         $18,152
PO Box 200372                 Gas Inv, Furn & Fix,
Houston, TX 77216-0372        & Fuel

Ft. Bend I.S.D.-Tax Office    0064 WM Neal,              $16,266
                              Acres 0.701,
                              Restricted Reserve "A"

Grocer's Supply               Abstract of Judgment       $10,074
Institutional and et al

Patsy Schultz, RTA            Personal Property Inv,      $7,544
                              Gas Inv, Furn & Fix,
                              & Fuel

Patsy Schultz, RTA            0064 WM Neal,               $4,671
                              Acres 0.701,
                              Restricted Reserve "A"

Ace Cash Express              Abstract of Judgment        $3,775

Quail Valley U.D.             Personal Prop. Inv.,        $3,559
                              Gas Inv., Furn & Fix,
                              & Fuel

Quail Valley U.D.             0064 WM Neal,               $2,659
                              Acres 0.701,
                              Restricted Reserve "A"

The Money Box                 Judgment                    $2,142


COGECO CABLE: Incurs $40.5 Million Net Loss in 2004 Second Half
---------------------------------------------------------------
Cogeco Cable Inc. (TSX: CCA.SV) disclosed its financial results
for the second quarter of fiscal 2005, ended February 28, 2005.

"Our customers are continuously looking for new digital services.
With the addition of Fox News in Ontario, the integration of Sony
Pictures Television International's movie library on our video-on-
demand service and the launch of high definition television
service in Quebec, Cogeco Cable customers enjoy an enriched
product offering, in line with consumer expectations for more on
demand services", said Louis Audet, President and CEO, Cogeco
Cable Inc.

Cogeco Cable's high-speed Internet services continue to show
significant growth due to an enhanced offering.  Our high-speed
Internet service includes F-Secure, the best security products
available on the market, and the fastest Internet speed.  "Results
indicate that our clients are pleased to have access, free of
charge, to this new security product", added Mr. Audet.

"Our financial performance is progressing as expected.  The 40 %
margin leads to strong net income growth and continued Free Cash
Flow.  Our development is on track and our new digital telephony
services offering should fulfill customer expectations soon",
concluded Mr. Audet.

During the second quarter, revenue-generating units grew as a
result of strong demand for digital and high-speed Internet
services.  The stronger-than-expected growth in digital-service
customers is mainly attributable to the success of an attractive
digital terminal rental plan launched in the fourth quarter of
fiscal 2004 and the launch of subscription video-on-demand, free
of charge, to most digital pay television customers last November
and December.

Management has revised upward its digital terminal additions, as
further discussed in the "Fiscal 2005 Financial Guidance" section,
in light of the strong demand in the first six months and the
following enhancements to the digital offering:

    - In January, Fox News was added to the digital channel line-
      up in Ontario.

    - In February, High Definition programming was launched in
      Quebec and is now offered to 88% of Cogeco Cable's customer
      base.

    - In February, Cogeco Cable announced a multi-year agreement
      with Sony Pictures Television International which, along
      with other video-on-demand programming providers, gives
      access to nearly 50% of domestic box-office receipts.

The addition of High-speed Internet customers in the second
quarter was slightly higher than last year due to the following
initiatives:

    - The Lite service was launched in Ontario last July and in
      Quebec last January to new and more cost-conscious
      customers.

    - Internet security services are now offered free of charge to
      all standard and pro Internet customers in Ontario and will
      be offered to Quebec customers during the third quarter.

In the second quarter, basic service customers decreased slightly.
However, Cogeco Cable is maintaining its fiscal 2005 guideline of
adding up to 2,500 basic service customers given that it gained
6,992 customers for the first six months.

                  Amortization of Long-term Assets

In the first quarter of fiscal 2004, the Corporation reviewed the
useful life of its digital terminals, cable modems and certain
other long-term assets.  The useful life of digital terminals was
reduced from seven to five years, while the useful life of cable
modems was reduced from seven to three years.  These changes in
accounting estimates, applied prospectively, increased
amortization expense by $14 million for the first quarter of
fiscal 2004.

                   Asset Retirement Obligations

In March 2003, the CICA issued Handbook section 3110, Asset
Retirement Obligations, which provides guidance for the
recognition, measurement and disclosure of liabilities for asset
retirement obligations and the associated asset retirement costs.
Some of Cogeco Cable's lease agreements contain provisions
requiring the Corporation to restore facilities or remove
equipment in the event that the lease agreement is not renewed.
However, Cogeco Cable expects to renew most of its lease
agreements related to the continued operation of the cable
business and consequently, the liabilities related to the removal
provisions on non-renewed leases, if any, are considered not
material to the consolidated financial statements.  In addition,
in the unlikely event that some of these lease agreements are not
renewed, the liability would be difficult to estimate since there
is a wide range of potential expiration dates for these lease
agreements.

                   Variable Interest Entities

In June 2003, the CICA issued Accounting Guideline 15,
Consolidation of Variable Interest Entities, which defines
Variable Interest Entities as entities that have insufficient
equity or whose equity investors lack one or more specified
essential characteristics of a controlling financial interest.
The standard provides guidance for determining when an entity is a
VIE and who, if anyone, should consolidate the VIE.  During the
second quarter, the Corporation completed its evaluation and
concluded that it had no VIE.

No other significant changes in critical accounting policies and
estimates occurred since August 31, 2004 and such policies and
estimates are described in the Corporation's 2004 annual MD&A.

                             Revenue

Revenue for the second quarter rose by $6.8 million or 5.2%
compared to the same period last year.  Revenue growth for the
second quarter and first six months is mainly attributable to rate
increases implemented effective last June 15 in Ontario and August
1st 2004 in Quebec and the improved high-speed Internet access
penetration rate, as mentioned in the "Customer Statistics"
section.  An average monthly rate increase of approximately $0.74
per basic-analog-service customer was implemented in both Ontario
and Quebec.  A monthly digital basic rate hike of $4 was
implemented in Quebec.  In addition, the monthly rate for the pay
television package rose by $3, and other limited selective tier
service rate increases have been implemented in Ontario.

                         Operating Costs

For the second quarter and first six months, network fees declined
compared to the same periods in fiscal 2004.  This decline is
partly attributable to lower IP (Internet Protocol) transport
costs despite double-digit growth in high-speed Internet
customers.

Other operating costs have increased in the second quarter and
first six months compared to the same periods last year.  Higher
customer care expenses were incurred in the first and second
quarters to service a 7.6% and 7.3% year-over-year expansion of
revenue-generating units, respectively.  In the second quarter,
additional sales and marketing expenditures were incurred to
further promote Cogeco Cable's services.

             Operating Income before Amortization

Operating income before amortization improved by 9.7% in the
second quarter compared to the same period in fiscal 2004, as a
result of revenue growth and lower network fees.  Cogeco Cable's
operating margin increased from 38.3% to 40%.

Amortization in first six months amounted to $64.2 million
compared to $61.7 million for the same period last year, excluding
the effect of an increase in amortization related to a revision in
the estimated useful lives of home terminal devices and certain
other long-term assets.  Increased amortization in the first six
months stemmed mainly from capital expenditures linked to digital
services.

The decline in financial expense was mainly related to lower
levels of Indebtedness (defined as bank indebtedness and long-term
debt) during the first six months compared to the same period last
year as a result of Free Cash Flow generated.

                           Income Taxes

Income taxes in the second quarter amounted to $3.9 million
compared to $2.7 million for the same period last year.  Income
taxes in the first six months amounted to $7.1 million compared to
$5.2 million for the same period last year, excluding the effect
of non-cash income tax adjustments described.  The income tax
increases were mainly attributable to growth in operating income
before amortization.

During the first quarter of fiscal 2004, the Ontario government
announced that corporate income tax rates would increase to 14%
effective January 1, 2004.  Prior to this announcement the tax
rate was to decline from 11% in 2004 to 8% in 2007.  As a result,
a $32.5 million non-cash adjustment was recorded in the first
quarter of fiscal 2004 for future income tax liabilities.  This
amount was partly offset by a non-cash reduction of future income
taxes of $4.9 million for the first quarter of fiscal 2004.  This
reduction of future income taxes was related to the decline in
carrying value of home terminal devices and certain other long-
term assets.

                           Net Income (Loss)

Net income for the second quarter amounted to $5.6 million, or
$0.14 per share, compared to $0.6 million, or $0.01 per share, for
the same period last year.  The $40.5 million net loss for the
first six months of fiscal 2004 was attributable to the non-cash
adjustments for amortization and income taxes totaling $41.6
million as previously discussed.  Excluding these elements, the
Corporation would have recorded a net income of $1.1 million in
the first six months of fiscal 2004 compared to $9.4 million for
the first six months of fiscal 2005.

                        Dividend Declaration

At its April 8, 2005 meeting, the Board of Directors of Cogeco
Cable declared a quarterly dividend of $0.02 per share for
subordinate and multiple voting shares, payable on May 6, 2005, to
shareholders on record on April 22, 2005.

                        Financial Position

Since August 31, 2004, significant changes in the balance sheet
include accounts payable and accrued liabilities.  Accounts
payable and accrued liabilities declined by $24.7 million as use
of working capital was managed tightly at fiscal year-end.

Cogeco Cable is the second largest cable operator in both Ontario
and Quebec, and ranks fourth in Canada in terms of the number of
basic-service customers served.  Cogeco Cable provides about
1,344,000 revenue generating units to approximately 1,435,000
households in its service territory.  Through its two-way
broadband cable infrastructure, Cogeco Cable provides its
residential and commercial customers with analog and digital video
and audio services, as well as high-speed Internet access.  Cogeco
Cable's subordinate voting shares are listed on the Toronto Stock
Exchange (CCA.SV).

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services affirmed its ratings including
its 'BB+' long-term corporate credit rating on Montreal,
Quebec- based Cogeco Cable, Inc.  At the same time, Standard &
Poor's assigned its '1' recovery ratings on the company's senior
secured credit facility and other senior secured first priority
debt.  The '1' recovery rating reflects expectations of full
recovery of principal in a default scenario.  S&P says the outlook
is stable.


COMMUNITY HEALTH: Exchange Offer for 6-1/2% Sr. Sub. Notes Expires
------------------------------------------------------------------
Community Health Systems, Inc. (NYSE:CYH) disclosed the expiration
of its offer to exchange its outstanding $300 million of 6-1/2%
senior subordinated notes due 2012 for its 6-1/2% senior
subordinated notes due 2012 which have been registered under the
Securities Act of 1933, as amended.

The exchange offer expired at 5:00 p.m., New York City time, on
April 8, 2005.  As of that time, all $300 million in principal
amount of the outstanding 6-1/2% senior subordinated notes due
2012 had been tendered in the exchange offer.  Community Health
Systems will issue certificates for the registered 6-1/2% senior
subordinated notes due 2012 as soon as practicable.

                        About the Company

Located in the Nashville, Tennessee, suburb of Brentwood,
Community Health Systems is a leading operator of general acute
care hospitals in non-urban communities throughout the country.
Through its subsidiaries, the Company currently owns, leases or
operates 68 hospitals in 21 states.  Its hospitals offer a broad
range of inpatient and outpatient medical and surgical services.
Shares in Community Health Systems, Inc., are traded on the New
York Stock Exchange under the symbol "CYH."

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned a B3 rating to Community Health
Systems' new $250 million senior subordinated notes due 2012,
issued at the parent holding company by Community Health Systems,
Inc.  The debt issue will be used to pay down the $240 million
balance on its revolving credit facility that the company drew
down following a repurchase and retirement of approximately half
of the 23.1 million shares sold by affiliates of Forstmann Little
& Co. on September 21, 2004.  Forstmann Little, which had been
Community Health's principal stockholders since 1996, sold all of
its beneficial ownership in the company at that time.


COMM 2005-LP5: S&P Puts Low B-ratings on Six Class Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2005-LP5's $1.7 billion commercial mortgage
pass-through certificates series 2005-LP5.

The preliminary ratings are based on information as of April 11,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, X-P, A-J, B, C, and D are
currently being offered publicly.  Standard & Poor's Ratings
Services' analysis determined that, on a weighted average basis,
the pool has a debt service coverage (DSC) of 1.56x, a beginning
LTV of 91.4%, and an ending LTV of 81.0%.


                    Preliminary Ratings Assigned
                          COMM 2005-LP5

             Class        Rating       Preliminary amount($)
             -----        ------       --------------------
             A-1          AAA                    60,335,000
             A-2          AAA                   592,382,000
             A-3          AAA                    71,321,000
             A-SB         AAA                    86,709,000
             A-4          AAA                   304,987,000
             A-1A         AAA                   245,882,000
             A-J          AAA                   117,014,000
             B            AA                     46,806,000
             C            AA-                    14,892,000
             D            A                      27,658,000
             E            A-                     21,275,000
             F            BBB+                   23,403,000
             G            BBB                    14,893,000
             H            BBB-                   17,020,000
             J            BB+                    12,765,000
             K            BB                      6,383,000
             L            BB-                     4,255,000
             M            B+                      4,255,000
             N            B                       6,383,000
             O            B-                      4,255,000
             P            N.R.                   19,147,822
             X-C*         AAA                 1,702,020,822
             X-P*         AAA                           TBD
             GMB-1        TBD                           TBD
             GMB-2        TBD                           TBD
             GMB-3        TBD                           TBD
             GMB-4        TBD                           TBD

            * Interest-only class with a notional dollar amount
      N.R. -- Not rated
      TBD  -- To be determined


COTT CORP: Moody's Withdraws $150M Facility's Ba1 Rating
--------------------------------------------------------
Moody's Investors Service withdrew the Ba1 rating for Cott
Corporation's $150 million secured revolver, which was scheduled
to mature in December 2005.  This facility has been replaced by a
new $100 million secured revolving credit facility.  At the
request of the company, the new revolver will not be rated by
Moody's.

Moody's affirmed Cott's remaining ratings as:

   * Ba3 rating for the $275 million 8% senior subordinated note,
     due 2011

   * Ba2 senior implied rating

   * Ba3 senior unsecured issuer rating (non-guaranteed exposure)

The ratings outlook is stable.

Headquartered in Toronto, Ontario, Cott Corporation is the world's
largest retailer brand soft drink supplier with a leading position
in take-home carbonate soft drink markets in the US, Canada, and
the UK.  For the twelve months ended December 31, 2004, revenue
was approximately $1.6 billion.


CWMBS REPERFORMING: Moody's Rates Cert. Classes B-3 & B-4 Low-B
---------------------------------------------------------------
Moody's Investors Service has assigned Aaa to B2 ratings to the
senior and subordinate classes of the CWMBS Reperforming Loan
REMIC Trust Certificates, Series 2005-R1.  The transaction
consists of the securitization of FHA insured and VA guaranteed
reperforming loans virtually all of which were repurchased from
GNMA pools.

The credit quality of the mortgage loans underlying securitization
is comparable to that of mortgage loans underlying subprime
securitizations.  However after the FHA and VA insurance is
applied to the loans, the credit enhancement levels are comparable
to the credit enhancement levels for prime-quality residential
mortgage loan securitizations.  The insurance covers a large
percent of any losses incurred as a result of borrower defaults.

The Federal Housing Administration is a federal agency within the
Department of Housing and Urban Development whose mission is to
expand opportunities for affordable home ownership, rental
housing, and healthcare facilities.  The Department of Veterans
Affairs (VA), formerly known as the Veterans Administration, is a
cabinet-level agency of the federal government.

The rating of this pool is based on the credit quality of the
underlying loans and the insurance provided by FHA and the
guarantee provided by VA.  Specifically, about 84% of the loans
have insurance provided by FHA while the rest of the loans have a
guarantee provided by VA.  The rating is also based on the
transaction's cash flow and legal structure.

The complete rating action is:

Issuer: CWMBS Reperforming Loan REMIC Trust Certificates, Series
2005-R1

Class Amount ($) Rate Rating

   * 1A-F1 $385,474,000 Variable Aaa
   * 1A-F2 $100,000,000 Variable Aaa
   * 1A-S Notional Variable Aaa
   * 2A-1 $43,290,000 6.00% Aaa
   * 2A-2 $42,824,000 6.50% Aaa
   * 2A-PO $1,755,298 None Aaa
   * 2A-IO Notional Variable Aaa
   * M $3,838,000 5.50% Aa2
   * B-1 $2,951,000 5.50% A2
   * B-2 $2,656,000 5.50% Baa2
   * B-3 $2,360,000 5.50% Ba2
   * B-4 $2,066,000 5.50%% B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


DIAGNOSTIC IMAGING: S&P Puts B+ on Proposed $135M Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to Diagnostic Imaging Group LLC, in advance of the
company's planned acquisition by Evercore Capital Partners.  The
$259.4 million transaction is expected to close this month.

Standard & Poor's also assigned a 'B+' rating, with a recovery
rating of '4', to Diagnostic Imaging's proposed $135 million
senior secured credit facility.  Proceeds will be used to support
the company's sale and recapitalization.  The outlook is negative.
Pro forma for the proposed transaction, total consolidated debt is
$110 million, excluding capital leases.

The rating of Diagnostic Imaging's proposed senior secured credit
facility at the same level as the corporate credit rating, with a
recovery rating of '4', indicates the likelihood of marginal
recovery (25%-50%) in the event of default or bankruptcy.

"The low-speculative-grade ratings on Diagnostic Imaging reflect
the company's relatively small presence in the competitive medical
imaging field, geographic concentration, reimbursement risk, and
somewhat high lease-adjusted financial leverage," said Standard &
Poor's credit analyst Cheryl E. Richer.

These factors overshadow favorable demand prospects related to an
aging population and to the benefits of imaging itself, and
Diagnostic Imaging's state-of-the-art operations and solid payor
relationships.  The company is being acquired by Evercore Capital
Partners; however, the former owners of Diagnostic Imaging will
retain a 31% stake and continue their operational oversight of the
business.

Hicksville, New York-based Diagnostic Imaging operates facilities,
equipment, and certain administrative services pursuant to a 40-
year management services agreement with Doshi Diagnostic Imaging
Services P.C., a provider of diagnostic imaging services in 11
centers in the metropolitan New York area.  Diagnostic Imaging
also operates 13 diagnostic imaging centers in northern and
southern Florida.

The outlook is negative.  The rating reflects Standard & Poor's
belief that Diagnostic Imaging will manage expansion in a
conservative manner and that adjusted leverage will decline as the
term loan is repaid, despite some anticipated increase in
operating leases.  Diagnostic Imaging will need to demonstrate
financial improvement to offset concerns regarding geographic
concentration in the narrow market of metropolitan New York.  The
absence of such improvement could present a credit concern.


DII/KBR: Halliburton Secures $1.2 Billion Five-Year Loan
--------------------------------------------------------
Margaret E. Carriere, Vice-President and Secretary of Halliburton
Company, discloses in a regulatory filing with the Securities and
Exchange Commission that on March 10, 2005, Halliburton entered
into a $1,200,000,000 Five-Year Revolving Credit Agreement with
Citicorp North America, Inc., as paying agent, Citicorp and
JPMorgan Chase Bank, N.A., as co-administrative agents, and a
consortium of bank lenders.

The Credit Agreement is for general working capital purposes and
expires on March 10, 2010.  The Credit Agreement replaces
Halliburton's $700,000,000 Three-Year Revolving Credit Agreement
dated as of October 31, 2003, and the $500,000,000 364-Day
Revolving Credit Agreement dated as of July 14, 2004.

Any advances under the new credit facility will accrue interest at
market rates based on LIBOR, the agent bank's certificate of
deposit or base rate, or the Federal Funds rate.  The new credit
facility requires the Company to maintain a ratio of consolidated
debt to total consolidated capitalization of not more than 0.60 to
1.00.

Halliburton has an existing letter of credit of approximately
$166,000,000 relating to its Barracuda-Caratinga project that (i)
is deemed a letter of credit issued under the new credit facility
and (ii) reduces the availability under the new credit facility to
$1,034,000,000, which is available for advances and standby and
trade letters of credit.

The other participants to the new credit facility are:

     * ABN AMRO Bank, N.V., HSBC Bank USA, National Association,
       and The Royal Bank of Scotland plc, as Co-Syndication
       Agents;

     * Sumitomo Mitsui Banking Corporation, UBS AG, Stamford
       Branch, and Wachovia Bank, National Association, as
       Co-Documentation Agents; and

     * Citigroup Global Markets Inc. and J.P. Morgan Securities
       Inc., as Co-Lead Arrangers.

At March 17, 2005, there were no outstanding cash advances under
the new credit facility.

A full-text copy of the Five-Year Revolving Credit Agreement is
available for free at:


http://sec.gov/Archives/edgar/data/45012/000004501205000064/fiveyearrevolver.htm

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts. On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIANE & JOHN THOMPSON: Case Summary & 4 Largest Unsecured Cred.
---------------------------------------------------------------
Debtor: Diane M.E. & John K. Thompson
        66 Stanley Street
        Boston, Massachusetts 02125

Bankruptcy Case No.: 05-13036

Chapter 11 Petition Date: April 11, 2005

Court: District of Massachusetts (Boston)

Debtor's Counsel: Donald J. Bertrand, Esq.
                  Alford & Bertrand, LLC
                  60 Arsenal Street
                  P.O. Box 322
                  Watertown, Massachusetts 02471
                  Tel: (617) 926-8800
                  Fax: (617) 924-7780

Total Assets: $2,330,000

Total Debts:  $1,183,924

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Capital Trust LLC             Land 6464R                $169,000
404 South Huntington Avenue   Stanley Street
Jamaica Plain, MA 02130       Dorchester, MA
                              Value of security:
                              $150,000

Keyspan                                                   $6,955
PO Box 4300
Woburn, MA 01888

Scalisi Marine Inc.                                       $6,425
109 Pearl Street
Weymouth, MA 02191

Boston Water and Sewer                                    $2,300
PO Box 199177
Boston, MA 02119


DMX MUSIC: Hires Sitrick as Corporate Communications Consultants
----------------------------------------------------------------
DMX Music and its debtor-affiliates sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Sitrick and Company Inc. as their corporate communications
consultants, nunc pro tunc to February 14, 2005.

Sitrick is familiar with the Debtors' current corporate
communications needs having assisted DMX in the development and
implementation of a comprehensive communications strategy designed
to facilitate the smooth transition of the Debtors' operations
into chapter 11.

During the Debtors chapter 11 cases, Sitrick will:

   a) develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies regarding the Debtors'
      operations and financial performance and progress through
      the chapter 11 process;

   b) develop public relations initiatives for the Debtors to
      maintain public confidence and internal morale during
      chapter 11;

   c) prepare press releases and other public statements for the
      Debtors;

   d) prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' Web site; and

   e) perform such other communications consulting services as
      may be requested by the Debtors.

The Debtors will pay Sitrick's professionals based on their
current hourly rates:

            Professional             Rate
            ------------             ----
            Anita-Marie Laurie       $395
            Maya Pogoda               335
            Terry Fahn                185
            Romelia Martinez          165
            Kathrina Cotner           165

To the best of the Debtors' knowledge, Sitrick is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


DMX MUSIC: Court Okays Employment of Ordinary Course Professionals
------------------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain, employ and pay professionals they turn to in
the ordinary course of their business without bringing formal
employment applications to the Court.

In the day-to-day operation of their businesses, the Debtors
regularly avail of the services of various attorneys, accountants,
actuaries, consultants and other professionals to represent them
in matters arising in the ordinary course of their businesses that
are unrelated to their chapter 11 cases.

Because of the complexity of their businesses, the Debtors submit
it would be costly and time-consuming to require each Ordinary
Course Professional to apply for separate employment and
compensation applications to the Court because the costs of those
applications would be significant and be borne by the Debtors'
estates.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $38,000 per month and the aggregate monthly income for all
      those Professionals will not exceed $300,000 per month;

   b) if any Ordinary Course Professional's payments exceeds
      $38,000 per month, that Professional will be required to
      submit a formal compensation application to the Court;

   c) each Ordinary Course Professional will be required to submit
      to the Court, the Debtors' counsel, the U.S. Trustee and the
      counsel for the creditors committee within 30 days after the
      Court's order, an affidavit containing:

       (i) the name of the Ordinary Course Professional and a
           description of the services of that Professional, and

      (ii) the fees and expenses for the Ordinary Course
           Professional's services;

   d) no Ordinary Course Professionals will be involved in the
      administration of the Debtors' chapter 11 cases.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtors, their
creditors and other parties-in-interest.

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


DOCKSIDE FUEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dockside Fuel Service of Charlotte County, Inc.
        3405 Canal Street
        Fort Myers, Florida 33916-6512

Bankruptcy Case No.: 05-06783

Type of Business: The Debtor is a licensed fuel carrier and
                  wholesaler.

Chapter 11 Petition Date: April 11, 2005

Court: Middle District of Florida (Ft. Myers)

Debtor's Counsel: Eric S. Golden, Esq.
                  Baker & Hostetler LLP
                  Post Office Box 112
                  Orlando, Florida 32802
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168

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
   ------                     ---------------       ------------
Amerada Hess                  Trade debt                $222,399
504 North 19th Street
Tampa, FL 33605

Central Oil Company, Inc.     Trade debt                 $68,729
1001 McCloskey Blvd.
Tampa, FL 33605

Internal Revenue Service      Taxes                      $39,337
Internal Revenue Service
Center
Ogden, UT 84201

Gary L. Stephens              Consulting Fee             $31,328

Federated Insurance           Insurance                  $11,824

Eric Pasternak                Non-compete                 $8,250
                              contract

TCI Tire Centers, LLC         Trade debt                  $6,244

Robert Pasternak              Non-compete                 $5,750
                              contract

American Express              Credit card                 $4,929

Crescent Capital              Professional                $3,940
                              services

Marathon Ashland              Trade debt                 $3,676
Petroleum, LLC

Blue Cross/Blue Shield        Insurance                  $3,043
of Florida

Nextel Communications         Trade debt                 $1,431

A&E Truck Services, Inc.      Trade debt                 $1,255

Sterling                      Trade debt                   $852

Sprint Yellow Pages           Trade debt                   $805

Aramark Uniform Services      Trade debt                   $774

Walsh Freightliner            Trade debt                   $469

Sprint Yellow Pages           Trade debt                   $394

New Pig                       Trade debt                   $383


DOCTORS HOSPITAL: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Doctors Hospital 1997 LP
        dba Doctors Hospital Parkway-Tidwell
        510 West Tidwell Road
        Houston, Texas 77091

Bankruptcy Case No.: 05-35291

Type of Business: The Debtor operates a 101-bed hospital.
                  See http://www.health-plus.net/hosp_tidwell.html

Chapter 11 Petition Date: April 6, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: James Matthew Vaughn, Esq.
                  Porter & Hedges, LLP
                  1000 Main, 36th floor
                  Houston, Texas 77002

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 23 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gulf Coast Regional           Trade debt                $579,872
Blood Ctr.
P.O. Box 200601
Austin, TX 77216-0601

Charles R. and Ashraf         Lease on hospital,        $406,667
Veldekens                     510 W. Tidwell
53 Doe Run
The Woodlands, TX 77380

Rogers Northwest, Inc.        Lease on office           $388,938
1220 E 190th Ave.             building, 509 Tidwell
Portland, OR 97233

Candelario Amaya              Lawsuit,                  $350,000
Attn.: John P.                professional liability
Leibowitz, Esq.
One Sugar Creek
Center Blvd.,Ste. 930
Sugar Land, TX 77478

Owens & Minor, Inc.           Trade debt                $326,988
P.O. Box 841420
Dallas, TX 75284-1420

Medical Hospital              Trade debt                $243,303
Housekeeping Inc.

Specialty Laboratories        Trade debt                $221,046

J&C Nationwide, Inc.          Trade debt                $209,513

Mission Construction          Lawsuit settlement        $190,000

American Health First         Trade debt                $185,317

Echo-Tech Unlimited           Trade debt                $169,435

24/7 Radiology LLC            Trade debt                $147,806

Radmart X-Ray                 Trade debt                $132,713

Advanced Health Education     Trade debt                $127,318
Ctr., Inc.

Clinical Pathology Labs,      Trade debt                $123,152
Inc.

Biomet Inc.                   Trade debt                $122,647

Hitachi Medical Systems       Trade debt                $115,016
America, Inc.

North Houston Emergency       Trade debt                $105,000

Reliant Energy                Trade debt                 $76,011

Howmedica Osteonics           Trade debt                 $75,806

Freedom Medical Inc.          Trade debt                 $75,160

J & J Healthcare              Trade debt                 $61,941
Systems, Inc.

U.S. Foodservice, Inc.        Trade debt                 $65,544


DOUBLE T: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Double T Ranch, LLC
        P.O. Box 1376
        Salt Lake City, Utah 84110

Bankruptcy Case No.: 05-25124

Chapter 11 Petition Date: April 5, 2005

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Russell M. Blood, Esq.
                  P.O. Box 1210
                  Draper, Utah 84020
                  Tel: (801) 553-1400
                  Fax: (801) 553-7109

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Less than $50,000

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


DURA AUTOMOTIVE: Moody's Assigns B2 rating to Proposed $115M Loan
-----------------------------------------------------------------
Moody's took these rating actions in conjunction with Dura
Operating Corp.'s proposal to refinance its existing $286 million
guaranteed senior secured first-lien credit agreement by
simultaneously executing a new $175 million guaranteed senior
secured first-lien asset-based revolving credit agreement (not
rated) and a new $115 million guaranteed senior secured second-
lien term loan.

Dura Operating Corp. is the primary domestic subsidiary of
ultimate holding company Dura Automotive Systems, Inc.  Dura
Automotive Systems Capital Trust is another subsidiary of Dura
Automotive Systems, Inc.  The specific rating actions implemented
for Dura Automotive Systems, Inc. and its subsidiaries were as
follows, and their rating outlooks remain stable:

   -- Assignment of a B2 rating for Dura Operating Corp.'s
      proposed $115 million guaranteed senior secured second-lien
      term loan due April 2011;

   -- Upgrade to SGL-2, from SGL-3 of the speculative grade
      liquidity rating of Dura Automotive Systems, Inc.;

   -- Affirmation of the B1 ratings for Dura Operating Corp.'s
      approximately $286 million of remaining existing guaranteed
      senior secured credit facilities, consisting of the
      following facilities (which ratings will be withdrawn upon
      their pending refinancing by the proposed new first-and
      second-lien credit facilities):

   -- $175 million revolving credit facility due October 2008;

   -- $111 million remaining term loan C due December 2008,
      (reflecting a $35 million prepayment during February 2005 in
      connection with a credit agreement amendment);

   -- Affirmation of the B3 rating for Dura Operating Corp.'s
      existing $400 million of 8.625% guaranteed senior unsecured
      notes due April 2012 (consisting of $350 million and $50
      million tranches, respectively);

   -- Affirmation of the Caa1 rating for Dura Operating Corp.'s
      $456 million of 9% guaranteed senior subordinated notes
      due May 2009;

   -- Affirmation of the Caa1 rating for Dura Operating Corp.'s
      Euro 100 million of 9% guaranteed senior subordinated notes
      due May 2009;

   -- Affirmation of the Caa2 rating for Dura Automotive Systems
      Capital Trust's $55.25 million of 7.5% convertible trust
      preferred securities due 2028;

   -- Affirmation of the B2 senior implied rating for Dura
      Automotive Systems, Inc.;

   -- Affirmation of the B3 senior unsecured issuer rating for
      Dura Automotive Systems, Inc.;

The upgrade of Dura Auto's speculative grade liquidity rating to
SGL-2, from SGL-3, reflects that the proposed refinancing of the
existing credit agreement will substantially improve effective
liquidity.  Dura Auto's implementation of an asset-based revolving
credit and concurrent elimination of most financial covenants
(most particularly those covenants incorporating net debt) will
free up the company's ability to utilize the full amount of the
$175 million committed facility while also freeing up its
approximately $150 million cash balance to support operations.

Effective liquidity under the existing credit agreement has been
negligible.  For this reason, in the absence of using its cash for
debt reduction, Dura Auto's cash balance has been required to be
maintained to avoid tripping net debt-driven covenants.  It is
also notable that the company has not actually used its revolving
credit facility for loan drawdowns over an extended period of
time, and does not project a need to do so over the next twelve
months.

The proposed $115 million guaranteed senior secured second-lien
term loan will refinance existing debt and cover transaction fees,
and will therefore not result in a material change to the
company's existing aggregate level of outstanding debt.  However,
despite the silent nature of its second lien, this new layer of
debt could potentially compromise recovery by the company's
existing guaranteed senior unsecured and guaranteed senior
subordinated noteholders under a distress case scenario.

The affirmations of all other ratings for Dura Auto and its
subsidiaries incorporate the proposed improvements to liquidity,
offset by increasingly negative automotive industry conditions.

Dura Operating Corp.'s proposed $175 million guaranteed senior
secured first-lien asset-based revolving credit agreement will
mature on the earlier of the fifth anniversary, or six months
prior to the maturity of any senior subordinated notes due May
2009 that are not refinanced.  The agreement will have an
accordion feature whereby the company can choose to increase the
facility maximum by $50 million, subject to receipt of additional
commitments.  The facility will be guaranteed by Dura Auto and by
all direct and indirect domestic subsidiaries.  The collateral
package will consist of a first-priority perfected security
interest in all assets of Dura Operating Corp. and its domestic
subsidiaries, as well as pledges of 100% of the stock of the
borrower and its domestic subsidiaries and up to 65% of the stock
of foreign subsidiaries.

The borrowing base advance rate will consist of 85% of eligible
receivables, the lesser of 65% of eligible inventory valued at
FIFO or 90% of orderly liquidation value, and the lesser of
$40 million or certain detailed valuations for eligible fixed
assets and real estate.  There will be no applicable covenants
unless the sum of unrestricted cash plus unused excess
availability sharply declines below $35 million for five
consecutive days.

Dura Operating Corp's proposed $115 million guaranteed senior
secured second-lien term loan will be obtained under a separate
credit agreement and will have a true "silent" lien with no voting
rights impacting the first-lien lenders.  Guarantors and
collateral will correspond to those under the proposed first-lien
asset-based revolving credit, but will have a junior interest.
No financial covenants will be applicable.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including:

   * driver control systems,
   * structural door modules,
   * glass systems,
   * seating control systems,
   * exterior trim systems, and
   * mobile products.

Dura Automotive is a public company whose predecessor was
initially formed in November 1990.  Annual revenues approximate
$2.4 billion.


EAGLEPICHER INC: Gets Interim Court Nod on $50M DIP Financing
-------------------------------------------------------------
EaglePicher Holdings, Inc., and EaglePicher Incorporated received
court approval of an interim $50 million debtor-in-possession
financing from a bank group led by Harris Trust and Savings Bank,
subject to certain conditions and limitations.  The final DIP
hearing has been scheduled for May 18, 2005, at which time the
interim facility will expire.  EaglePicher is negotiating a
permanent DIP facility with Harris, and expects to complete the
facility within that time frame.

The company also received U.S. Bankruptcy Court for the Southern
District of Ohio approval during its first day hearings to among
other things, pay prepetition and ongoing employee wages,
salaries, workers' compensation, health benefits, life insurance
and other employee obligations during its restructuring under
Chapter 11.  In addition, the company received authorization to
continue with ordinary course customer rebate, warranty and
similar programs.  The company also is authorized to pay ordinary
course post-petition expenses without seeking court authority.

EaglePicher President and Chief Executive Officer Bert Iedema said
he was extremely pleased with the Court's approval of its "first-
day" orders and interim DIP financing.  "Having secured interim
DIP financing and approval of our first-day motions gives
EaglePicher forward momentum toward restructuring the company."

Mr. Iedema also stated that a number of its major vendors have
indicated their intention to continue to support EaglePicher in
its Chapter 11 reorganization.

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.


EL PASO: Prices $750 Million Private Equity Placement
-----------------------------------------------------
El Paso Corporation (NYSE: EP) priced an offering of $750 million
of 4.99 percent convertible perpetual preferred stock.  The
offering is being made to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933 (the Securities
Act), as amended.

Each share of the preferred stock will be convertible at the
holder's option, at any time, subject to adjustment, into 76.7754
shares of EP common stock under certain conditions.  This
conversion rate represents approximately $13.03 per share and an
approximate 25-percent premium to the closing price of EP's common
stock on April 11, 2005.  Holders of the preferred stock will be
entitled to receive cash dividends at the rate of 4.99 percent per
year, payable quarterly.  El Paso will be able to cause the
preferred stock to be converted into common stock after five years
if its common stock is trading at 130 percent of the conversion
price.  The company expects the transaction to close on April 15,
2005.

El Paso has granted the joint book-running managers a 30-day
option to purchase up to $150 million in additional shares of the
preferred stock.

El Paso intends to use the net proceeds of the private placement
to:

     (1) redeem the outstanding 8.25 percent Cumulative Preferred
         Stock of its subsidiary, El Paso Tennessee Pipeline Co.,
         in the amount of $300 million plus accrued dividends; and

     (2) prepay its western energy settlement obligations,
         estimated to be approximately $442 million.

Any shortfall in the amounts required to repay these obligations
from the net proceeds from the sale of the preferred stock will be
provided by existing cash on hand.  Any excess proceeds from the
exercise of the joint book-running managers' option to purchase
additional shares of preferred stock will be used for general
corporate purposes.

The convertible perpetual preferred stock and the underlying
common stock that will be issuable upon conversion have not been
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.  This news release is
issued pursuant to Rule 135c under the Securities Act and does not
constitute an offer to sell or the solicitation of an offer to buy
any security and shall not constitute an offer, solicitation, or
sale in any jurisdiction where the offer, solicitation, or sale
would not be permitted.

                        About the Company

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, dependable
manner.  The company owns North America's largest natural gas
pipeline system and one of North America's largest independent
natural gas producers.

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.


ENCORE ACQUISITION: Strong Measures Prompt S&P to Review Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on independent oil and gas company Encore
Acquisition Co. and revised its outlook on the company to stable
from negative.

Fort Worth, Texas-based Encore had about $379 million of total
debt as of Dec. 31, 2004.

"The outlook revision to stable incorporates Encore's successful
integration of its debt-financed acquisitions in early 2004,
combined with its increased production, strong reserve
replacement, and solid cash flow generation during fiscal 2004,"
said Standard & Poor's credit analyst Brian Janiak.

"In addition, the company's credit protection measures, leverage,
and liquidity are consistent with the current ratings and other
similarly rated small exploration and production companies," said
Mr. Janiak.

Standard & Poor's also said it expects Encore to fund its sizable
$223 million capital expenditures plans in 2005 primarily with
internal cash flow and modest additional bank borrowings, which
should not materially impede the company's financial profile.

The ratings on Encore reflect its small to midsize reserve base of
173 million barrels of oil equivalent, which is 77% oil, modest
geographic diversification, and an aggressive growth strategy.


ENRON CORP: Wants Court to Approve Fountain Valley Settlement
-------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Corporation and its debtor-affiliates sought and
obtained the Court's approval of a settlement by and among:

    * Enron Corp.;

    * Enron Corp. affiliates EPC Estate Services, Inc., formerly
      known as NEPCO, and Enron Engineering & Construction
      Company; and

    * Enserco Energy, Inc., and Black Hills Fountain Valley Power,
      LLC -- Fountain Valley Entities.

David Berz, Esq., at Weil Gotshal & Manges LLP, relates that on
January 19, 2001, Enron North America Corp. and Enron Engineering
entered into an Engineering Construction and Procurement Contract
for a nominal 240 MW gas-fired peaker power plant in Midway,
Colorado.  On March 30, 2001, ENA assigned to Black Hills, all of
ENA's right, title and interest under the EPC Contract.  Around
the same time, Enron executed a guaranty of its affiliates'
obligations under the EPC Contract in favor of the Fountain
Valley Entities.

Pursuant to an inter-company arrangement, NEPCO performed
substantially all of Enron Engineering's obligations under the
EPC Contract.

After Enron filed its Chapter 11 petition, but before NEPCO filed
its chapter 11 petition, with the Colorado Project substantially
complete and in commercial operation, a dispute arose between
Black Hills and NEPCO regarding final payment and completion of
certain punch-list and warranty work.  On March 22, 2002, NEPCO
filed a $1,323,265 statement of lien against the Project in the
real property records of El Paso County, Colorado, based on
amounts allegedly due and unpaid under the EPC Contract.  Nearly
all of the NEPCO claim reflected amounts due to subcontractors
for work performed on the Project, amounts which subsequently
were paid to those subcontractors directly by Black Hills.

In connection with a lien foreclosure action commenced in the
District Court of El Paso County, Colorado, captioned Elkhorn
Construction, Inc. v. Fountain Valley Power, LLC, et al., the
Fountain Valley Entities posted a $1,984,898 corporate surety
bond securing the release of the NEPCO Lien against the Project.

As a result of the dispute relating to the Project and the EPC
Contract, certain of the Enron Entities listed the Fountain
Valley Entities as a potential creditor in their Schedules of
Assets and Liabilities.

The Fountain Valley Entities filed three claims in the Debtors'
Chapter 11 cases:

    * Black Hills filed Claim No. 19085 against NEPCO for
      $7,530,283 and Claim No. 19086 against Enron Engineering for
      the same amount, both based on an alleged breach of the EPC
      Contract; and

    * Enserco filed Claim No. 24960 against Enron based on the
      EPC Guaranty.

To secure performance of obligations under the EPC Contract,
Enron Engineering as principal and St. Paul Fire & Marine
Insurance Co. as surety issued a Retainage Bond in favor of Black
Hills as obligee.

                  St. Paul Surety Bond Litigation

On August 5, 2002, Black Hills initiated a civil action in the
United States District Court for the District of Colorado
captioned Fountain Valley Power LLC v. St. Paul Fire & Marine
Insurance Co. alleging a right of recovery under the
Retainage Bond.  The St. Paul Surety Bond Litigation has now been
resolved through a settlement between St. Paul and Black Hills.

With the settlement of the Fountain Valley Surety Bond
Litigation, the Enron Entities and the Fountain Valley Entities
have been put in a position to resolve the Fountain Valley
Claims, the Scheduled Claims and the NEPCO Claim.

                     Fountain Valley Settlement

Accordingly, the Enron Entities and the Fountain Valley Entities
entered into a Settlement Agreement.  The Settlement, among
others, provides that:

    a. Fountain Valley for itself, its successors and assigns:

          -- waives and withdraws with prejudice all the Fountain
             Claims; and

          -- releases all demands, causes of action and claims
             against the Enron Entities relating to the Project;

    b. NEPCO releases all claims asserted in the Lien
       Foreclosure Action, including all claims against the Lien
       Release Bond; and

    c. The Enron Entities release all demands, causes of action,
       and claims against the Fountain Valley Entities relating to
       the Project.

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: Court Approves North Star Settlement Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked among Federal-Mogul Corporation and
its debtor-affiliates and North Star Reinsurance Corporation.

As reported in the Troubled Company Reporter on Mar. 10, 2005,
before October 1, 2001, North Star Reinsurance Corporation
issued a single insurance policy -- Policy No. NSX-8963 -- which
covered Studebaker-Worthington, Inc., and its subsidiaries for
the period from January 1, 1971, to January 1, 1973.  The NSX-
8963 Policy provided a $2,000,000 annual limit under a two-year
term.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., relates that Studebaker-Worthington was the
former corporate parent of certain predecessor entities to
Federal-Mogul Products, Inc., formerly known as Wagner Electric
Corporation.

Moreover, FM Products, Cooper Industries, Inc., North Star and
DII Industries, LLC, formerly known as Dresser Industries, Inc.,
are parties to a Coverage-In-Place Agreement.  The CIP Agreement
governed the application of the NSX-8963 Policy to asbestos-
related bodily injury claims against, inter alia, FM Products,
DII Industries, and Cooper Industries.

                        Coverage Litigation

FM Products, DII Industries, North Star, and numerous other
insurers are parties to litigation captioned DII Industries LLC
v. Federal-Mogul Products, Inc., et al., which is pending before
the U.S. Bankruptcy Court for the District of Delaware.

Mr. O'Neill states that through the Coverage Litigation, DII
Industries and FM Products seek, among other things, a
declaration of their rights with respect to a number of allegedly
shared insurance policies including the NSX-8963 Policy.  The
parties allege that they each have rights to access the NSX-8963
Policy for certain asbestos-related bodily injury claims.

                 North Star Settlement Agreement

As previously reported, the Debtors, DII Industries, Cooper
Industries and the numerous Participating Carriers pursued a
negotiated partitioning of certain general liability insurance
policies.

The terms of the Partitioning Agreement include:

    -- The payment of remaining unexhausted limits of liability of
       the NSX-8963 Policy;

    -- DII Industries will receive 50% of the proceeds from the
       Settlement; and

    -- FM Products and Cooper will equally split the remaining 50%
       of the proceeds, in a manner agreed by both parties.

Now, FM Products, DII Industries, Cooper Industries and North
Star entered into another settlement agreement, which effectuates
a full and final settlement of all disputes among the parties
relating to:

    (1) competing claims by DII Industries, Cooper Industries and
        FM Products to coverage under the NSX-8963 Policy; and

    (2) the Coverage Litigation.

The North Star Settlement Agreement does not affect other aspects
of the Coverage Litigation involving insurers other than North
Star.

A full-text copy of the North Star Settlement Agreement is
available at no charge at:

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

The material terms of the North Star Settlement Agreement are:

A. Settlement Payment

    North Star will pay $516,106 to FM Products in addition to
    other payments that will be made by North Star to certain
    other entities.

B. Mutual Releases by Parties

    The parties will exchange mutual releases from claims,
    liabilities or causes of action arising under the "products
    limits of liability" of the NSX-8963 Policy and the Coverage
    Litigation.

C. Subrogation, Contribution and Reimbursement Rights Against
    Other Insurers

    Other than any claims against North Star's reinsurers, the
    North Star Affiliates agree that they will not pursue
    subrogation, equitable or legal indemnity, contribution or
    reimbursement of the North Star Settlement Amount from any
    third-party.

    Additionally, North Star agrees that it will not pursue any
    claims against the "Trust" provided under the Debtors' Third
    Amended Joint Plan of Reorganization.

D. Indemnification to North Star Affiliates

    FM Products, DII Industries, and Cooper Industries will
    indemnify and hold the North Star Affiliates harmless from any
    claim by any other person or entity who:

    (a) asserts that it is an insured under the terms and
        conditions of the NSX-8963 Policy; and

    (b) further alleges that North Star has wrongfully paid
        indemnity or defense costs pursuant to the terms and
        conditions of the CIP Agreement or the North Star
        Settlement Agreement.

    The Indemnifications by each party, separately, are up to but
    not exceeding:

    -- $516,105 by FM Products;
    -- $1,032,211 by DII Industries; and
    -- $516,105 by Cooper Industries.

Mr. O'Neill relates that the North Star Settlement Agreement is
the product of extended and intensive arm's-length negotiations
among the parties, together with representatives of the Official
Committee of Asbestos Claimants, which took place over a one-year
period.

The North Star Settlement Agreement will avoid the expense and
uncertainty associated with continuing the Coverage Litigation
with respect to North Star.  Additionally, the North Star
Settlement Agreement will provide for a significant cash payment
to FM Products that will "directly" and "immediately" benefit FM
Products' estate.

Accordingly, the Debtors ask the Court to approve the North Star
Settlement Agreement and permit the parties to resolve their
disputes under the terms of the Agreement.

                  DII Judge Approves Settlement

The United States Bankruptcy Court for the Western District of
Pennsylvania, which oversees DII Industries' Chapter 11 cases,
approved the North Star Settlement Agreement on December 17,
2004.

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)


FIBERMARK: Committee Hires Klee Tuchin to Investigate Silver Point
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of FiberMark, Inc.,
and its debtor-affiliates sought and obtained permission from the
U.S. Bankruptcy Court for the District of Vermont to retain Klee,
Tuchin, Bogdanoff & Stern LLP to conduct a securities trading
investigation involving one of its members -- Silver Point
Capital, L.P.

The Committee consists of:

              * AIG Global Investment Corp.,
              * Post Advisory Group, LLC,
              * Silver Point Capital, L.P., and
              * Wilmington Trust Company.

The Committee, at Silver Point's request, asked the Court to
permit its members to trade the Debtors' securities during the
chapter 11 cases.  The Court granted the Committee's request
permitting it to trade the Debtors' securities subject to a Court-
approved trading process.

The claims trading process subjects Committee members to
heightened scrutiny to avoid even the appearance of impropriety.
The trading protocol also prevents Committee members from using or
misusing non-public information.

The Committee claims that Silver Point currently owns 35% of the
outstanding unsecured noteholder claims.  Silver Point, the
Committee continues, continued purchasing general unsecured claims
and now owns 50% of all unsecured claims.

The Committee tells the Court it is particularly concerned:

      -- with Silver Point's acquisition of Solution Dispersions,
         Inc.'s claims;

      -- with the purchase and assignment of certain claims of the
         Debtors' employees to Silver Point;

      -- whether Silver Point has improperly used non-public
         confidential information to further its self-interests;
         and

      -- whether Silver Point has violated the trading protocol.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.


FLYI INC: KPMG Raises Going Concern Doubt Due to Neg. Liquidity
---------------------------------------------------------------
KPMG LLP expressed substantial doubt about FLYi, Inc.'s
(Nasdaq: FLYI), 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.

In its Annual Report filed with the Securities and Exchange
Commission, FLYi, the parent company of low-fare airline
Independence Air, said it has incurred significant losses and
negative cash flows from operations since it began operating as
Independence Air and as a result is faced with significant
liquidity challenges.  In late February 2005, the Company entered
into agreements to restructure its aircraft obligations that
relieve it of certain obligations and will allow it to defer a
significant amount of cash payments into future periods.  However,
even with the restructuring, the Company expects to continue to
incur losses.  The Company's ability to pay its debt and meet its
other obligations as they become due is dependent upon its
Independence Air operations meeting operating projections that
include revenues at levels that have not been achieved to date and
reductions in costs.

Independence Air is the low-fare airline that makes travel fast
and easy for its customers with a customer-first attitude,
innovative thinking and a willingness to challenge the status quo.

FLYi Inc. fka Atlantic Coast Airlines Holdings, Inc., a Delaware
corporation is a holding company with its primary subsidiary being
Atlantic Coast Airlines, a regional airline serving 85
destinations in 30 states in the Eastern and Midwestern United
States and Canada, with 850 scheduled non-stop flights system-wide
every weekday.  The Company has operated as a regional airline
since 1992.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi, Inc., (CC/Watch Dev/--) to developing
from negative, following conclusion of the company's restructuring
and payment of deferred interest on rated convertible notes.
Dulles, Virginia-based FLYi is the parent of Independence Air, a
small airline based at Washington Dulles International Airport.

"FLYi's financial restructuring provides near-term relief through
deferral of aircraft lease and debt obligations, though the
company's financial condition remains precarious," said Standard &
Poor's credit analyst Betsy Snyder.


GARY G MERRELL: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Gary G Merrell & Theresa A. Merrell
         5407 Cedar Tree Lane
         Emerald ISle, North Carolina 28594

Bankruptcy Case No.: 05-02333

Chapter 11 Petition Date: March 23, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: Judge J. Rich Leonard

Debtor's Counsel: John C. Bircher, III, Esq.
                  Hunter Bircher, LLP
                  220 East Front Street
                  New Bern, North Carolina 28560
                  Tel: 252-638-3222
                  Fax: 252-638-1113

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

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

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sallie Mae Servicing          Student loan               $11,000
P.O. Box 4600
Wilkes-Barre, PA 18773

Sears                                                     $8,458
P.O. Box 182149
Columbus, OH 43218

CitiFinancial                                             $7,881
P.O. Box 8020
S. Hackensack, NJ 07606

BankOne                                                   $4,921
P.O. Box 15153
Wilmington, DE 19886


GLOBAL CROSSING: SEC Concludes Investigation
--------------------------------------------
The U.S. Securities and Exchange Commission's investigation of
Global Crossing's (Nasdaq: GLBC) reciprocal purchases and sales of
telecommunications capacity with other carriers and related
matters has been resolved by the SEC's entry of an administrative
order.

A full-text copy of that 13-page order is available at no charge
at http://www.sec.gov/litigation/admin/34-51517.pdf

"We're happy to have reached a settlement with the SEC and that we
can put these issues solidly behind us without a finding of fraud
or a financial penalty against the company," said Global Crossing
CEO John Legere.  "We look forward to focusing on Global
Crossing's bright future and building our brand as a provider of
IP services to our customers around the world."

The order finds that the company did not comply with certain
reporting obligations under the securities laws and requires the
company to cease and desist from committing any future violations.
In addition, the order states that the SEC staff received
significant cooperation from the company during the course of its
investigation.  No fines or penalties were assessed against the
company, and the order does not include a finding of fraud.  The
company neither admitted nor denied the SEC's findings.

Global Crossing first announced that the SEC was conducting a
formal investigation into allegations regarding its reciprocal
transactions in February 2002.

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


H&E EQUIPMENT: Asks Noteholders to Waive Reporting Defaults
-----------------------------------------------------------
H&E Equipment Services L.L.C. and H&E Finance Corp. have commenced
a solicitation to seek consents to certain amendments to the
indentures governing their:

     * 11-1/8% senior secured notes due 2012 and
     * 12-1/2% senior subordinated notes due 2013.

The proposed amendments would increase the amount of indebtedness
that the Company may incur under its senior revolving credit
facility, and would extend the time by which the Company is
required to file its 2004 Annual Report on Form 10-K and to comply
with related 2004 information reporting requirements under the
Indentures.

               Seeks Waiver of Reporting Defaults

The Company is also seeking a waiver of certain defaults under the
indentures related to its inability to file its 2004 Annual Report
on Form 10-K and to comply with such 2004 information reporting
requirements.  Details of the proposed amendments and waivers are
contained in the Company's Consent Solicitation Statement, dated
April 11, 2005, and the related Consent Letter, which are being
sent to holders of the notes.  The record date for the
solicitation is April 8, 2005.

The Company is seeking to increase the amount which it can borrow
under its senior revolving credit facility.  John Engquist, the
President of the Company, said: "We want to enhance our current
liquidity to match our growth expectations and related working
capital requirements.  To that end, we want to increase the
maximum amount that the indentures allow us to incur under our
senior revolving credit facility from $150 million to
$275 million."  The Company has received a proposal for a new five
year senior revolving credit facility to increase its maximum
revolving commitment to $250 million (including a sub-facility of
$30 million in respect of letters of credit), subject to the
borrowing base thereunder.

As previously disclosed, the Company was unable to file with the
Securities and Exchange Commission by March 31, 2005, its Annual
Report on Form 10-K for the fiscal year ending December 31, 2004,
and to comply with certain reporting requirements under the
Indentures relating to its 2004 financial information.  As
described more fully in the Consent Solicitation Statement, the
proposed amendments will, among other things, give the Company
until September 30, 2005 to file its 2004 Annual Report on Form
10-K and comply with its information reporting requirements under
the indentures, and holders of the notes will be asked to waive
the existing defaults related to the Company's failure to file on
a timely basis its 2004 Annual Report on Form 10-K and comply with
its information reporting obligations.  As also previously
disclosed, the lenders under the Company's senior revolving credit
facility have waived any default resulting from the Company's non-
compliance with its reporting obligations under the senior
revolving credit facility related to the Company's inability to
file on a timely basis its 2004 annual report on Form 10-K and any
related cross defaults under the indentures governing the
Company's notes, and the lenders have extended until September 30,
2005 the date by which the Company must comply with its
information reporting obligations with respect to 2004.

Assuming that the consent solicitation is not terminated by the
Company, and provided that consents sufficient to approve the
proposed amendments and the waivers, as specified in the Consent
Solicitation Statement, are received prior to the expiration of
the consent solicitation and are not withdrawn prior to the
execution by the Company, H&E Finance Corp. and the trustees under
the indentures of supplemental indentures as approved by the
lenders under the Company's senior revolving credit facility, and
provided that the supplemental indentures are executed, the
Company will pay to record holders of the notes, who consent prior
to the expiration of the consent solicitation and do not withdraw
their consents, the amount of $12.50 for each $1,000 in principal
amount of the notes as to which the Company has received and
accepted consents.  That consent payment will be made as promptly
as practicable after the execution of the supplemental indentures.
The consent solicitation is scheduled to expire at 5:00 p.m., New
York City time, on April 21, 2005, unless extended by the Company.
Also, if for any reason the Company does not file its 2004 Annual
Report on Form 10-K on or before July 29, 2005, the Company will
pay to each record holder of the notes, who was entitled to
receive the earlier consent payment, an additional $2.50 for each
$1,000 in principal amount of the notes which were covered by the
holder's previous consent.

The Company has retained Credit Suisse First Boston LLC. and UBS
Securities LLC to serve as solicitation agents for the
solicitation, and Morrow & Co., Inc., to serve as the information
and tabulation agent.

Copies of the Consent Solicitation Statement and related
information are available on request from the information agent by
telephone at (212) 754-8000 or in writing at 445 Park Avenue, 5th
Floor, New York, New York 10022.  The consent solicitation and the
payment of the consent fees remain subject to all of the terms and
conditions contained in the Consent Solicitation Statement.

Questions regarding the solicitation may be directed to: Credit
Suisse First Boston LLC at (800) 820-1653 (toll free) or (212)
538-4807 (collect), and UBS Securities LLC at (888) 722-9555 x4210
(toll-free) or (203) 719-4210 (collect).

This announcement is not a solicitation of consents with respect
to any notes.  The solicitation is being made solely by the
Consent Solicitation Statement, and the Company and H&E Finance
Corp. reserve the right to modify the Consent Solicitation
Statement and the terms and conditions of the consent solicitation
or to terminate the consent solicitation.  In any jurisdiction
where the laws require solicitations to be made by a licensed
broker or dealer, the solicitation will be deemed to be made on
behalf of the Company by the solicitation agents, or one or more
registered broker dealers under the laws of such jurisdiction.

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

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


HEDMAN RESOURCES: Raises $611,415 in Private Equity Placement
-------------------------------------------------------------
Hedman Resources Limited (TSX VENTURE:HDM) has completed its
previously announced private-placement.  The financing consisted
of a private placement of 8,734,496 units at a price of $0.07 per
unit to raise gross proceeds of $611,415.

Each unit comprises one common share and one share purchase
warrant.  Each share purchase warrant entitles the holder to
acquire one additional common share at an exercise price of $0.10
until April 11, 2007.

Dominic Valsi, a director and insider of Hedman, purchased 357,143
units pursuant to the Unit Offering.

Cannacord Capital Corporation acted as agent in connection with
the issuance of 760,500 units and received a commission of $3,194
representing 6% of the gross proceeds raised from the issuance of
the 760,500 units.

After completion of the foregoing financing there are 66,422,667
issued and outstanding common shares of Hedman Resources Limited.

"We are pleased that our progress has attracted investors to
Hedman, enabling us to improve the balance sheet and add working
capital.  This new capital will allow us to continue executing
work with the United States Department of Energy and other
initiatives as previously announced," said Stephen Edell,
President and Chief Executive Officer.

Hedman Resources Limited is an Ontario incorporated public company
and its principal business activity is the mining, research and
development of mineral ore.

                      Going Concern Doubt

As stated in Hedman Resources' September 30, 2004, financial
report, the company has experienced several continuous years of
operating losses, has an eroding working capital position and is a
co-defendant in a number of class action lawsuits.  The company's
ability to realize its assets and discharge its liabilities in the
normal course of business is dependent upon continued support,
including new financing from its lenders and creditors.  The
company is also dependent on an infusion of equity from potential
shareholders.  The company engages in ongoing efforts to obtain
additional financing from its existing shareholders and other
strategic investors to continue its operations.  However, there
can be no assurance that the company will obtain sufficient
additional funds from these sources.  These conditions cause
substantial doubt about the company's ability to continue as a
going concern.


HISTATEK INC: Amended List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Histatek, Inc., released an amended list of its 20 Largest
Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Estate of John Lipani            Unpaid Wages           $595,100
16047 East Cholla Drive          of John Lipani
Fountain Hills, AZ 85268

Garrett Lindemann                Unpaid Wages           $485,700
14743 East Sunflower Drive
Fountain Hills, AZ 85268

Robert Levy                      Unpaid Wages           $397,187
123 Blue Jay
Sedona, AZ 86336

Edwards & Angell                 Legal Fees             $379,682
2800 Financial Plaza, 16th Floor
Providence, RI 02903

Bob Williams                     Convertible Note       $316,144
P.O. Box 16667
Mobile, AL

Teresa Barrett                   Unpaid Wages           $229,450
123 Bluejay Drive
Sedona, AZ 86336

Julian Marx                      Convertible Note       $139,519
204 Bellevue Circle
Mobile, AL 36608

James Clagett                    Stock & Stock Options  $110,000
P.O. Box 1914
Snohomish, WA 98291

Duncan Hodge                     Loans                  $105,750
57 Lyon Drive
Deland, FL 32724

D. Scott & Ann M.                Convertible Notes      $101,041
Nickerson Trust
P.O. BOX 278
Big Horn, WY 82833

T. Bear Larson                   Convertible Notes       $94,329
9605 Laurel Oak Plaza
Fairfax Station, VA 22039

Charles River Laboratories       Monkey Studies          $81,150
P.O. Box 31346
Hartford, CT 06150-1346

CoValence                        Note                    $75,000
Farley, Robinson & Larsen
6040 North 7th Street, Suite 300
Phoenix, Arizona 85014-1803
Attn: Greg Robinson

Fred Lindemann                   Convertible Note        $63,609
P.O. Box 7069
Sheridan, WY 82801

Lawrence Hickey                  Convertible Note        $56,729
Susan L. Hickey
2447 Briarwood Drive
Boulder, CO 80305

Carpediem Capital                Finder's Fee            $50,000
2 Village Boulevard
Princeton, NJ 08540
Attn: Wayne J. Nixon

Robert Foster, Esq.              Unpaid Wages            $50,000
Allen, Price, Padden & Sanders   & Benefits
3131 East Camelback Road
Suite 110
Phoenix, AZ 85016

Pillsbury Winthrop               Attorney Fees           $50,945
12677 Collections Center Drive
Chicago, IL 60693

Russell Hinds                    Convertible Note        $43,941
1874 Greenwich
San Francisco, CA 94123

Internal Revenue Service         Taxes                   $39,826
210 East Earll Drive
Phoenix, AZ 85012

Headquartered in Phoenix, Arizona, Histatek, Inc. --
http://www.histatek.com/-- is a biopharmaceutical company focused
on the development of anti-inflammatory small peptides. The
Company filed for chapter 11 protection (Bankr. D. Ariz. Case No.
05-01265) on January 27, 2005.  Franklin D. Dodge, Esq., at Ryan
Rapp & Underwood, PLC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million to $10 million.


HOLLINGER INC: Catalyst Fund Wants Directors Removed
----------------------------------------------------
Catalyst Fund informs Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B)
that Catalyst Fund will apply to the Ontario Superior Court of
Justice:

   * to remove the current Board of Directors of Hollinger, or
     alternatively to appoint Catalyst nominees to the Board to
     prosecute litigation on behalf of Hollinger;

   * to appoint a receiver to pursue remedies against The
     Ravelston Corporation Limited and related parties;

   * to subject the shares of Hollinger held by Ravelston and
     related parties to a voting trust; and

   * to cancel certain protections put in place for the
     independent Hollinger Directors.

A date for the Court to deal with Catalyst's latest application
has not yet been fixed.  Catalyst Fund is the principal holder of
Hollinger non-voting preferred shares and has publicly announced
that it recently purchased a 2.5% common shareholding in
Hollinger.

The Board of Directors will respond formally in due course, but
reiterated its previous position that the Board has:

   * at all times acted with the best interests of all
     shareholders in mind including bringing a $636 million
     lawsuit against Ravelston and related interests;

   * cooperating fully with the Court appointed inspector and
     regulatory agencies; and

   * passing landmark corporate governance reforms which place
     Hollinger at the forefront of Canadian companies in terms of
     transparency and accountability.

Now that the proposed going private transaction has been
cancelled, the Board of Directors is focused on reorganizing the
management and affairs of Hollinger, rationalizing the outstanding
litigation and regulatory actions affecting the Company and
creating value for all of the shareholders.

Gordon W. Walker QC, Chairman of the Board stated "In view of the
actions taken by the Board, this latest litigation is redundant
and nothing more than further legal and political maneuvering in a
case that has already had far too much of both and with limited
benefit to anyone.  We are confident that the course of action the
Board has taken to date, and that we are actively prosecuting,
will produce the best results for the minority and all
shareholders.  This Company needs less litigation, not more."

Hollinger's principal asset is its 17% equity and 67% voting
interest in Hollinger International Inc., which is a newspaper
publisher, the assets of which include the Chicago Sun-Times, a
large number of community newspapers in the Chicago area and a
portfolio of news media investments.  Hollinger also owns a
portfolio of revenue producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.


IMAGIS TECHNOLOGIES: Names Rick Peterson VP for Capital Markets
---------------------------------------------------------------
Imagis Technologies Inc. (TSX VENTURE:WSI)(OTCBB:IMTIF)(DE:IGYA)
reported that Rick Peterson has joined Imagis as Vice-President,
Capital Markets.

Mr. Peterson will be responsible for Imagis' capital markets
strategy and relationships with our investment banking partners,
as well as institutional and individual shareholders worldwide.

Over the past 16 years, Mr. Peterson has held senior sales and
executive positions in corporate finance, institutional sales and
individual wealth management with leading national investment
dealers, including Merrill Lynch Canada and its predecessor firm
Midland Walwyn Capital Inc., Yorkton Securities and HSBC
Securities (Canada) Inc.

Mr. Peterson has been granted 100,000 common share purchase
options at an exercise price of $0.39 with an expiry date of
April 11, 2007.  One third of these options will vest immediately,
one third will vest after one year from the date of grant, and the
final third will vest two years after the date of grant.

"We are very pleased to have Mr. Peterson join our team" said Roy
Trivett, President and CEO of Imagis.  "His wealth of experience
and strong reputation within the investment community will be a
tremendous asset in helping Imagis communicate with capital
markets."

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

                         *     *     *

                       Going Concern Doubt

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

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

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

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


INGRAM MICRO: Restructuring & Consolidating North American Jobs
---------------------------------------------------------------
Ingram Micro Inc. (NYSE: IM) will restructure and consolidate
other job functions within the North American region.
Approximately 550 associates in total will be affected by the
actions.

The Company disclosed an outsourcing and optimization plan that
will significantly improve operating efficiencies and realign and
consolidate select business operations.  A key component of the
plan is an outsourcing agreement that will move transaction-
oriented service and support functions -- including selected North
America positions in finance and shared services, customer
service, vendor management and selected U.S. positions in
technical support and inside sales (excluding field sales and
management positions) -- to a leading global business process
outsource provider by the end of 2005.  The company is in final
negotiations with two providers and should reach a decision by
month's end.

According to Keith Bradley, president, Ingram Micro North America,
the plan creates a more variable cost structure by outsourcing
business processes to lower-cost geographies outside North America
and realigning and consolidating key customer-facing teams for a
closer working relationship within Ingram Micro's North America
locations.  Ultimately, these actions position the company with
greater flexibility for continued profitable growth.

"This plan supports our key business objectives and helps us
deliver our expected operating income targets within the third
quarter of 2005," said Mr. Bradley.  "Consistent with the
company's three-part business strategy to expand the core
business, pursue new and adjacent markets and build more services
capabilities, this plan further strengthens our core North
American business operations.  We will gain efficiencies and
greater flexibility in our cost structure while maintaining a
strong focus on developing innovative services and solutions that
benefit our customers and vendor partners.  We are committed to
creating profitable growth for our channel partners, as well as
Ingram Micro, both now and in the future."

Savings generated by the plan are expected to be approximately
$10 million in 2005, starting in the second quarter, ramping up to
an annualized savings of $25 million by the first quarter of 2006.
Actual operating expenses for the 2004 fiscal year will serve as
the baseline for the savings estimate.  Total costs of the actions
are estimated at approximately $26 million (approximately
$18 million net of tax) of which approximately $5.5 million were
incurred in the first quarter of 2005 with the remainder recorded
through the fourth quarter of 2005.  Nearly all the costs will be
charged to operating expenses and include reorganization costs,
consulting, relocation and other transition expenses associated
with these actions.

Ingram Micro is taking three steps to ensure high quality service
is maintained and a smooth transition is made for its customers
and vendor partners:

   -- All field sales positions and management positions will
      remain in their existing locations.

   -- Over the next several months, Ingram Micro will conduct in-
      depth knowledge sharing and training sessions with teams
      established at the outsource provider and run parallel
      operations, as well as conduct ongoing testing and business
      process improvements.

   -- Ingram Micro will leverage the experience of its chosen
      business process outsource provider in preparing many
      FORTUNE 100 companies with executing against outsourcing
      strategies and proven methodologies in call center
      management, best-of-breed technologies and process controls.

"We all know change -- especially when it includes people -- is
never easy.  But this is the right move for our company.  We're
being careful to consider the needs of our customers, business
partners, associates and shareholders throughout this process,"
added Mr. Bradley.  "We will substantially complete all phases of
the plan by the end of 2005 for a quick pay-back of less than 18
months, with care taken to maintain our high customer service
levels."

                     About Ingram Micro Inc.

As a vital link in the technology value chain, Ingram Micro Inc.
-- http://www.ingrammicro.com/--  creates sales and profitability
opportunities for vendors and resellers through unique marketing
programs, outsourced logistics services, technical support,
financial services, and product aggregation and distribution.  The
company serves 100 countries and is the only global IT distributor
with operations in Asia.

                         *     *     *

Ingram Micro's $200 million 9-7/8% senior subordinated notes due
Aug. 15, 2008, carry Moody's Ba2 rating, Standard & Poor's BB-
rating, and Fitch's BB+ rating.  The Company reported losses in
2001 and 2002; 2003 and 2004 were profitable.


INTERSTATE BAKERIES: Amends Prepetition Credit Pact to Renew L/Cs
-----------------------------------------------------------------
Ronald B. Hutchison, Executive Vice President and Chief Financial
Officer of Interstate Bakeries Corporation, discloses that
Interstate Bakeries, Interstate Brands Corporation, The Bank of
Nova Scotia, BNP Paribas, Cooperatieve Central Raiffeisen-
Boerenleenbank B.A., "Rabobank International," New York Branch,
and SunTrust Bank, each as a co-documentation agent, Bank of
America, N.A., as syndication agent and JPMorgan Chase Bank, as
administrative agent, are parties to an Amended and Restated
Credit Agreement, dated as of April 25, 2002, as previously
amended on April 1, 2003, May 7, 2004, May 27, 2004, June 17,
2004, August 12, 2004 and September 10, 2004.

On March 18, 2005, the parties entered into a Seventh Amendment
to the Amended and Restated Credit Agreement to allow JPMorgan to
amend, renew or replace outstanding letters of credit for the
duration of the Debtors' Chapter 11 process.

A copy of the Seventh Amendment is available at no charge at:

    http://bankrupt.com/misc/credit_agreement_amendment_7th.pdf

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.P. MORGAN: Moody's Affirms Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of eight classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2003-FL1 as:

   -- Class A-2, $47,361,600, Floating, affirmed at Aaa;
   -- Class X-FL, Notional, affirmed at Aaa;
   -- Class B, $15,570,619, Floating, upgraded to Aa1 from Aa2;
   -- Class C, $15,901,897, Floating, upgraded to A1 from A2;
   -- Class D, $3,975,329, Floating, upgraded to A2 from A3;
   -- Class E, $6,957,407, Floating, affirmed at Baa1;
   -- Class F, $6,625,548, Floating, affirmed at Baa2;
   -- Class G, $4,969,743, Floating, affirmed at Baa3;
   -- Class H, $16,895,729, Floating, affirmed at Ba2;
   -- Class J, $10,601,458, Floating, affirmed at B2; and
   -- Class K, $3,312,774, Floating, affirmed at B3.

The Certificates are collateralized by 11 whole mortgage loans,
which range in size from 4.9% to 16.1% of the transaction based on
current principal balances.  As of the March 14, 2005 distribution
date, the transaction's aggregate certificate balance has
decreased by approximately 67.5% to $148.1 million from
$456.0 million at securitization as a result of the payoff of 23
loans originally in the pool.  The April 2005 distribution will
indicate an additional 5.3% reduction in aggregate certificate
balance due to the payoff of The Fairways at South Shore Loan
($24.0 million), which occurred after the March 2005 record date.
There are no loans in special servicing and there have been no
losses since securitization.

Moody's current weighted average loan to value ratio is 107.3%,
compared to 98.1% at securitization.  Moody's is upgrading Classes
B, C and D as a result of increased credit support related to loan
payoffs.

The top three loans represent 45.9% of the outstanding trust
balance.  The largest loan is the Empire Towers I Loan ($20.0
million - 16.1%), which is secured by a 178,021 square foot
suburban office building located in Ontario, California.  National
General Insurance (11.9% NRA) vacated the building at lease
expiration at year-end 2004, bringing occupancy down to 74.7% as
of January 2005.  Occupancy at securitization was 99.7%.  The
largest tenant is General Electric Company (Moody's senior
unsecured rating Aaa), which occupies 7.6% of the building with a
lease expiring in October 2007.  Average in place rent is
$22.35 per square foot, compared to $21.58 per square foot at
securitization.  There is $6.1 million of additional debt in the
form of mezzanine financing.  The loan sponsors are Eric C. Smyth,
Charles A. McKenna, Jr. and Robert Y. Strom. Moody's LTV is 99.6%,
compared to 98.0% at securitization.

The second largest loan is the Eastwood Village Apartments Loan
($19.2 million - 15.5%), which is secured by a 360-unit
multifamily property located in Stockton (Atlanta), Georgia.  The
property was constructed in the year 2000.  As of February 2005
the property was 89.4% occupied, compared to 90.6% at
securitization.  Revenue has decreased since securitization
primarily due to increased tenant concessions.  There is
$3.0 million in additional debt in the form of mezzanine
financing.  The loan sponsor is Michael Blonder.  Moody's LTV is
in excess of 100.0%.

The third largest loan is the Empire Towers II & III Office
Portfolio Loan ($17.8 million - 14.3%), which is secured by two
suburban office buildings located in Ontario, California.  Empire
Towers II contains 70,040 square feet and Empire Towers III
contains 75,199 square feet.  The properties were built between
1999 and 2000.  As of January 2005 both buildings were 100.0%
leased, the same as at securitization.  Significant tenants
include:

   * Specialty Brands (34.2% NRA),
   * CB Richard Ellis (18.5% NRA), and
   * Allegiance Healthcare (13.5% NRA).

The loan sponsors are:

   * Eric C. Smyth,
   * Charles A. McKenna, Jr., and
   * Robert Y. Strom.

Moody's LTV is in excess of 100.0%.

The fourth largest loan is the Peachtree Lenox Loan ($13.2 million
- 10.6%) which is secured by a suburban office building in the
Buckhead submarket of Atlanta, Georgia.  The building was
constructed in 1964 (renovated in 1985) and contains 125,068
square feet.  As of November 2004 the property was 68.2% occupied,
compared to 84.1% at securitization.  Significant tenants include:

   * Duffy Communications (11.3% NRA) and
   * Bigelow and Eigel (8.6% NRA).

The property is underperforming the market, which had a market
vacancy rate of 16.0%, as of the 4th quarter of 2004.  The loan
sponsor is Andrew Hayman. Moody's LTV is in excess of 100.0%.

The fifth largest loan is the Norfolk and Greenbriar Portfolio
Loan ($10.5 million - 8.5%), which is secured by two suburban
office buildings located in Chesapeake, Virginia (Greenbriar Tech
Center II - 79,684 square feet) and Norfolk, Virginia (Norfolk
Business Center - 89,831 square feet).  As of October 2004
Greenbriar Tech Center II was 92.6% occupied, compared to 98.8% at
securitization.  As of November 2004 Norfolk Business Center was
97.1% occupied, compared to 90.5% at securitization.  Significant
tenants include:

   * the corporate headquarters of Dataline Incorporated (21.6% of
     portfolio NRA),

   * AMSEC LLC (21.0% NRA), and

   * Bell Atlantic -- Verizon (15.9% NRA).

The loan sponsor is Douglas Donatelli.  Moody's LTV is in excess
of 100.0%.


JETSGO CORP: Submits Internal Review and Corrective Action Plan
---------------------------------------------------------------
Jetsgo Corporation submitted its "Internal Review and Corrective
Action Plan" to Transport Canada, addressing findings from the
Ministry's, "Special Inspection, dated February 2005."

The Jetsgo plan is based on an eight aircraft operation, utilizing
MD 83s, in a scaled down operational charter environment.  The
company's 14 Fokker F-100s are being sold as part of the airline's
restructuring process.

Jetsgo conducted an extensive internal review of its operation
based on these criteria:

         * Organizational Structure;
         * Operational Control System;
         * Management Organization;
         * Flight Safety Program;
         * Operational Support Services; and
         * Equipment and Operational Manuals.

The internal review acknowledged that, "Rapid growth meant that at
some point of the operation, the structure and management in place
were not able to sufficiently support the growing demand and
hence, certain operational oversights occurred.  The structure,
operating within a 26 aircraft environment, was able to meet the
minimum requirements during regular operations, yet struggled to
sustain control during irregular operations, such as severe
weather at major stations, or multiple aircraft swaps."

"Our restructured business plan is based on a reduction of fleet
size to eight aircraft and the document we have filed with
Transport Canada reflects the proposed new level of flight
operations," said Michel Leblanc, President and CEO of Jetsgo. "It
details a Change Management program, a complete Corrective Action
Plan, including updating of all manuals and outlines the
additional management and resources that would be employed when,
and if, we move to a 14 aircraft business model."

All outstanding RVSM (Reduced Vertical Separation Minimum)
documentation and procedures have been submitted to Transport
Canada for final review and approval.  Approval of the
documentation and procedures by Transport Canada will allow Jetsgo
to resume flying above 31,000ft.

Jetsgo Corporation operated a low-cost, low-fare passenger airline
with approximately 1,200 employees, before ceasing all operations
on March 11, 2005.  At the same time, the Superior Court of
Justice in Quebec, District of Montreal, entered an Initial Order
providing Jetsgo Corporation protection under the Companies'
Creditors Arrangement Act, and appointed RSM Richter Inc. to act
as Monitor.  When Jetsgo sought CCAA protection, it listed $75.8
million in total assets and $94.5 million in total liabilities.
Attorneys from Ogilvy Renault LLP represent the carrier.


JETSGO: Ontario Travel Regulator Wants to Ban Entry Into Market
---------------------------------------------------------------
The federal government gave Jetsgo Corporation until noon on
April 11, 2005, to update its safety manual and procedures or lose
its air operator certificate.  Michael Pepper, President and CEO
of the Travel Industry Council of Ontario, responded in a
statement saying that even if the airline is able to meet these
safety requirements, allowing it back into the market would be a
significant failure by the federal government to properly protect
Canadian air travel consumers.

"The federal government has indicated that it intends to
rigorously protect Canadian travellers from unsafe airline
operators trying to do business here, but clearly that protection
must also ensure that consumers are dealing with financially safe
airlines as well," says Mr. Pepper.  "Currently, there are no
adequate financial disclosure rules for airlines and the
government's lack of action continues to put travellers at risk."

Under current rules, airlines in Canada do not have to meet any
kind of financial fitness criteria after the initial license has
been approved in order to continue operating, nor are they subject
to any rules around financial disclosure or security against
advance ticket sales.  Since the Jetsgo collapse, a broad range of
consumer and travel industry groups from across the country, have
called on the federal government to change those rules in order to
protect consumers.  Transportation Act Amendments tabled by the
federal government three weeks after the Jetsgo collapse did not
address any of these issues.

"Even if Jetsgo met the safety requirements, it would be a
travesty if the federal government allowed the company to be
revived under the current management with no financial monitoring
requirements in place," says Mr. Pepper.  "Jetsgo would be able to
pick up where it left off with a management structure that left
17,000 travellers stranded at the height of March break."

In the aftermath of the Jetsgo collapse, TICO has called on the
federal government to close the gaps in consumer protection for
airline travellers in Canada with tighter monitoring of the
financial status of airlines, financial protection of consumer
advance payments, and a substantive policy to address the lack of
transparency in travel industry advertising.

                            About TICO

Formed in 1997, the Travel Industry Council of Ontario is a not-
for-profit corporation wholly-financed by Ontario-registered
travel agents and wholesalers.  It administers the Travel Industry
Act and the Ontario Travel Industry Compensation Fund.  The
Ontario Travel Industry Compensation Fund is wholly-financed by
the industry to protect consumers who do not receive the travel
services for which they paid, due to the insolvency or bankruptcy
of an Ontario-registered travel agent or travel wholesaler or due
to the cessation of an end supplier airline or cruise line.  The
Fund only covers consumers who have booked through an Ontario-
registered travel agent.  TICO may be contacted at Tel: (905) 624-
6241 or 1-888-451-TICO.  Or visit TICO's website at
http://www.tico.on.ca/or email tico@tico.on.ca

                        About the Company

Jetsgo Corporation operated a low-cost, low-fare passenger airline
with approximately 1,200 employees, before ceasing all operations
on March 11, 2005.  At the same time, the Superior Court of
Justice in Quebec, District of Montreal, entered an Initial Order
providing Jetsgo Corporation protection under the Companies'
Creditors Arrangement Act, and appointed RSM Richter Inc. to act
as Monitor.  When Jetsgo sought CCAA protection, it listed $75.8
million in total assets and $94.5 million in total liabilities.
Attorneys from Ogilvy Renault LLP represent the carrier.


JETSGO CORP: Marc Kirner Sits as VP & Flight Operations Director
----------------------------------------------------------------
Jetsgo Corporation reported that Chief Operation Officer Marc
Kirner will replace Vice-President and Director of Flight
Operations Ronald Henry, who is leaving to pursue other
opportunities.

Mr. Kirner joined Jetsgo in 2004 from Bangkok Airways where he was
Senior Vice President of Maintenance & Engineering.

Jetsgo Corporation operated a low-cost, low-fare passenger airline
with approximately 1,200 employees, before ceasing all operations
on March 11, 2005.  At the same time, the Superior Court of
Justice in Quebec, District of Montreal, entered an Initial Order
providing Jetsgo Corporation protection under the Companies'
Creditors Arrangement Act, and appointed RSM Richter Inc. to act
as Monitor.  When Jetsgo sought CCAA protection, it listed $75.8
million in total assets and $94.5 million in total liabilities.
Attorneys from Ogilvy Renault LLP represent the carrier.


JETSGO CORPORATION: List of Largest Creditors
---------------------------------------------
Jetsgo Corporation released a list of its Creditors holding claims
greater than $5,000:

    Entity
    ------
    Away Travel
    Arinc Intern. Of Canada Ulc
    1458854 Ontario Ltd.
    9067 9168 Quebec Inc.
    Aaroport Limousine Services
    Accpac Canada Inc.
    Acte - Association Of Corporate Travel Executives
    Aero Mag
    Aero Supplies
    Aeroneuf Instruments Ltd.
    Aeroport De Quebec Inc.
    Aeroport Int'l. De Montreal
    Aeroturbine Inc.
    Agence Braque
    Agence Des Douanes Et Du Revenu Can.
    Air Canada
    Air Mikisew Ltd
    Airbase Services, Inc.
    Airborne Training And
    Airconsol Aviation Services
    Aircraft Protective Systems, Inc
    Aircraft Service Int'l Group
    Airline Limousine
    Airplanes Ial Finance Limited
    Airport Ground Transp. Of Onta
    Airport Hotel Halifax
    Airport Terminal Services Inc.
    Alteon Training Llc
    American Airlines Inc.
    Amex Bank Of Canada
    Aog Maintenance Inc
    Arinc Intl Of Canada Ulc
    Armand Robert
    Asig-Newark
    Asil Aerospace Inc.
    Association Du Transport
    Ata Airlines
    Ats Services Canadian Company
    Avia Marketing Consultants Inc
    Aviacion Comercial Especializa
    Aviall-Canada Us$
    Avtel Services, Inc.
    Barry Controls Aerospace
    Basics-Davenport Office Inc.
    Bc Hydro
    Bc Phillips Equipment
    Bedard & Forand
    Belaire Hotel
    Bell Canada
    Best Western
    Boeing Capital Corporation
    Boeing Commercial Airplanes
    Bowdens Media Monitoring Ltd.
    Brent Hill
    Bridgestone Aircraft Tire
    Btco. As Trustee For Airplanes
    Bti Canada Inc.
    Bulmer Aircraft Services Ltd.
    C.S.C. Aerospace Inc.
    Cafas Fueling, Ulc.
    Calgary Airport Authority
    Canwest Flight Services Ltd.
    Cara Operations Limited
    Carlson Marketing Travel
    Casp Aerospace Inc.
    Cdc-Crew-Transport
    Central Microsystems
    Central Mountain Air Ltd
    Centre Aero Yqb Inc.
    Centre De Reparations Hydrauliques Uptown
    Charlottetown Airport
    Cheap Tickets And Travel
    Citicorp Finance Vendeur Ltee
    City Of Kelowna
    Cls-Catering Services Ltd.
    Clyde Machines Inc.
    Comfort Hotel - Downtown
    Comfort Inn Airport
    Comtext Systems Inc.
    Conquest Vacations
    Cons. Aviation Fueling Of Tor.
    Corporate Software Inc.
    Corporation De Financement Onset
    Crites & Riddell Inc,
    Danier Leather
    Danka Canada Inc.
    Danka Office Imaging B9226
    Datamark Systems
    Days Inn & Conference Centre
    Debis Air Finance Usa Inc.
    Delit De Fuite
    Delta Edmonton South
    Delta Toronto Airport West
    Designograph
    Diners Club / En Route
    Directory Manage't America.Com
    Double Tree Resort
    Downing Products Limited
    Dream Vacations Inc
    Dryden Air Services
    Edmonton International Airport
    Electronic Aviation Systems
    Enbridge
    Exel
    Exeltech
    Federal Express Canada Ltd
    First Air
    Flight Centre
    Flight Logistics Group
    Flight Tech Aviation Inc.
    Fort Lauderdale / Hollywood
    Fort Mcmurray Regional Airport
    G.I.E. Eclyse
    G.I.E. Gromi Bail
    G.I.E. Mao Bail
    Ge Vfs Canada Limited Partnership
    Gilbert Simard Tremblay
    Global Freight Solutions
    Globe Ground North America Inc
    Goodrich Landing Gear Services (Burlington)
    Greater Moncton International
    Greater Toronto Airport Author
    Ground Services International, London Airport
    Groupe Financier Laplante (1997) Inc.
    Groupe Voyages Vision 2000
    Gtaa - Parking
    Halifax International Airport
    Hamel Express
    Hamilton Sundstrand
    Handlex
    Heathair International (1991)
    Hilltop Aviation Services Inc.
    Holiday Inn Aeroport
    Honeywell Aerospace Electronics Systems
    Host Int'l Of Canada (Rd-Gtaa)
    Hotel Gouverneur Quebec Ste-Foy
    Howard Johnson Brunswick Plaza Hotel & Conference Centre
    Hydro-Qu,bec
    Iai Components Division
    Icer
    Ifr France S.A.
    Inflight Canada Inc
    Inland Technologies Canada Inc
    Irving Oil Limited
    Itravel2000.Com Inc.
    Jets Md Lease Limited
    JP Morgan Chase Trust Company
    JP Morgan Trust Provision
    Kebec Courtiers En Douanes Lte
    Kelowna Ramp Services
    Kidde Aerospace
    Kronos Inc.
    L.B.C. Consulting Service
    La Capitale Locations Lutex Inc.
    Lacroix
    Lax O'sullivan Scott Llp
    Lax Two Corp
    Leading Edge
    Les Constructions Serbec Inc.
    Les Distributeurs R.Nicholls
    Logic Air
    London International Airport
    Los Angeles World Airports
    Mccarran Int'l Airport(Lasvega
    Med-Air Inc.
    Media Dimensions Limited
    Media Dimensions Limited
    Memberworks Canada Corporation
    Memberworks Canada Travel
    Menzies Aviation Group
    Midwest Aerospace
    MinistSre Des Finances Ontario
    MinistSre Du Revenu Du Qu,bec
    Mirabel Aero Service Inc.
    Molsonindy
    Moneris Solutions Corporation
    Mpi Impressions
    Mpsc Solutions
    Nav Canada
    Navitaire, Inc.
    Navtech Systems Support Inc.
    Nexxlink Technologies Inc.
    Noorduyn Norseman
    Nordtech Aerospace
    Ontario Hydro Energy
    Opus Flight Services Inc.
    Orlando Sanford International
    Ottawa Macdonald-Cartier
    Pars 2000
    Patriot Aviation Services, Inc
    Petro Air Services Inc.
    Petro-Canada
    Pinkham & Fils Inc.
    Pk Airfinance
    Plain + Simple
    Planete Courrier Inc.
    Plh Aviation Services Inc.
    Pole Air Aviation Inc.
    Praxair Distribution
    Prince George Airport Authority
    Provincial Airlines Limited
    Provision Boeing
    Provision Iai
    Ql2 Software
    Quality Hotel Dorval
    Quality Hotel Ft. Mcmurray
    Quality Suites Toronto Airport
    Ramada Hotel Downtown Prince Georges
    Ramada Hotel Toronto Airp.
    Randstad
    Ratelle Communications Ltd.
    Raymond Chabot Grant Thornton, S.E.N.C.
    Rexton Electrical Contracting
    Rockwell Collins
    Rolls-Royce Canada Ltd.
    Rolls-Royce Inc.
    Sabre Inc.
    Samsonite Canada Inc.
    Sandalwood Suites Hotel
    Sanford Airport Authority
    Sarasota Manatee Airport Authority
    Saskatoon Airport Authority
    Schaefer System Intl Limited
    Securicor Trust
    Select Service Partner
    Service Aero Dorval
    Service Aero Dorval
    Servisair & Shell Fuel Services
    Servisair Usa Inc.
    Sfs Commercial - St-Petersburg
    Shell Canada Products
    Sita
    Skycharter
    Skyservice
    Soundair Inc., Repair Group
    Southwest Florida Intl Airport
    Sparkle Consulting Services Ltd.
    Srs Airline Services Inc
    Ssq Groupe Financier
    St. John's Int'l Airport Author
    Stork, Fokker Services Inc.
    St-Peterburg-Clearwater Intl
    Swissport Dominicana S.A.
    Swissport Fueling, Inc.
    Swissport North America, Inc.
    Sydney Airport Authority
    Synergy Canada
    Teamsters - Local Union 938
    Teamsters Local 1999 And Local 938
    Teamsters Qc - Local 1999
    Telus Mobility
    Texas Pneumatic Systems Inc.
    The Camlane Group Inc.
    The Coast Plaza Hotel
    The Fuel Cell
    The Port Authority Of Ny & Nj
    The Sherry Frontenac
    Thimens Corporation
    Tmp Worlwide
    Transport Canada
    Transport Canada
    Transwest Air
    Travelodge -Toronto Airport
    Triexpress Courier Services
    Triumph Accesory Services
    Troc International
    Tulmar Safety Systems Inc.
    Turnstile Security Systems Inc
    U.S. Customs And Borders Protection
    Ultramar Ltd.
    United States Treasury
    Universal Aviation Services
    US Department Of Transportation
    US Immigration & Naturalization Serv.
    Vacances Tours Mont-Royal - Tmr
    Vancouver Int'l Airport Author
    Victoria Inn
    Victoria International Airport
    Vista Cargo Terminals Inc.
    Volvo Aero Services
    Voyages Encore Trvl Inc
    Waste Management
    Wing Tips Inc.
    Winnipeg Airports Authority Inc.
    World Air Lease, Inc.
    World Aviation Supply Inc.
    World Fuel Services, Inc.
    Worldwide Flight Services
    Worldwide Flight Services
    Wright International Ams Inc.
    Yellow Cab
    Zep Manufacturing Co.

Jetsgo Corporation operated a low-cost, low-fare passenger airline
with approximately 1,200 employees, before ceasing all operations
on March 11, 2005.  At the same time, the Superior Court of
Justice in Quebec, District of Montreal, entered an Initial Order
providing Jetsgo Corporation protection under the Companies'
Creditors Arrangement Act, and appointed RSM Richter Inc. to act
as Monitor.  When Jetsgo sought CCAA protection, it listed $75.8
million in total assets and $94.5 million in total liabilities.
Attorneys from Ogilvy Renault LLP represent the carrier.


JRF INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JRF Inc.
        aka Basta Pasta
        6733 North Olmsted Avenue
        Chicago, Illinois 60631-1329

Bankruptcy Case No.: 05-13703

Type of Business: The Debtor operates a fine dining restaurant
                  that serves Italian cuisine.
                  See http://www.bastapastachicago.com/

Chapter 11 Petition Date: April 12, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Barry A. Chatz, Esq.
                  Joy E. Mason, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, Illinois 60606
                  Tel: (312) 876-7100

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular N.A.            Leasehold Interest        $641,404
9600 West BrynMawr            in Commercial Real
Attn: Mr. Bruce Craig         Estate at 4801 West
Rosemont, IL 600185209        Peterson Avenue,
                              Chicago, Illinois
                              Value of Senior Lien:
                              $480,052

Banco Popular N.A.            Commercial Real           $480,052
9600 West BrynMawr            Estate at 4801 West
Attn: Mr. Bruce Craig         Peterson Avenue,
Rosemont, IL 600185209        Chicago, Illinois

Banco Popular N.A.            Leasehold Interest        $452,423
9600 West BrynMawr            in Commercial Real
Attn: Mr. Bruce Craig         Estate at 4801 West
Rosemont, IL 600185209        Peterson Avenue,
                              Chicago, Illinois
                              Value of Senior Lien:
                              $1,121,456

Tino Antonacci and Red        Leasehold Interest        $150,000
Pepper, Inc.                  in Commercial Real
17 Park Lane                  Estate at 4801 West
Park Ridge, IL 60068          Peterson Avenue,
                              Chicago, Illinois
                              Value of Senior Lien:
                              $1,573,880

Sysco                                                    $13,795
250 Wieboldt Drive
Des Plaines, IL 600163192

MC Foods                                                 $10,026
2701 North Harlem Avenue
Elmwood Park, IL 60707

Southern Wine & Spirits                                   $5,299
2971 Paysphere Circle
Chicago, IL 606742971

Banco Popular Check Backer                                $4,865
P.O. Box 4503
Oak Park, IL 603034503

Judge & Dolph Ltd.                                        $4,665
P.O. Box 809180
Chicago, IL 606809180

Eastern Sea Food                                          $4,000
1020 West Hubbard
Chicago, IL

Supreme Lobster                                           $4,000
220 East North Avenue
Villa Park, IL 601811221

Seafood Merchants, Ltd.                                   $3,817
900 Forest Edge Drive
Corporate Woods
Vernon Hills, IL 60061

Schultz Supply Co. Inc.                                   $3,811
3215 South 59th Avenue
Cicero, IL 60804

Schnell, Bazos, Freeman, et al.                           $1,681
1250 Larkin Avenue
Elgin, IL 60123

Harrison Poultry Farm, Inc.                               $1,219
1201 Waukegan Road
Glenview, IL 60025

Pioneer Press                                               $981
3122 Paysphere Circle
Chicago, IL 60674

Sara Lee Coffee & Tea                                       $437
P.O. Box 93354
Chicago, IL 606733354

Acordo/Concordia                                         Unknown
1625 Linden
Park Ridge, IL 60068

Ecolab                                                   Unknown
1060 Thorndale
Elk Grove Village, IL

Empire Cooler Service, Inc.                              Unknown
940 West Chicago Avenue
Chicago, IL 60623


KAISER ALUMINUM: Taps JPMorgan as Plan Distribution Trustee
-----------------------------------------------------------
Pursuant to the terms of the Third Amended Joint Plans of
Liquidation for Kaiser Alumina Australia Corporation and Kaiser
Finance Corporation and for Alpart Jamaica, Inc., and Kaiser
Jamaica Corporation, the Official Committee of Unsecured
Creditors, with the consent of the Liquidating Debtors, has
selected JPMorgan Trust Company National Association as
Distribution Trustee of the Distribution Trusts to be created
pursuant to the Plans.

Following JPMorgan's selection, the Liquidating Debtors and the
Creditors Committee negotiated certain revisions to the proposed
Distribution Trust Agreements, which in turn necessitated a few
corresponding modifications to both Plans.  The Plan revisions
clarify the language describing JPMorgan's right as Distribution
Trustee to pursue causes of action and raise defenses as well as
to retain amounts necessary to pay Distribution Trust expenses.

The AJI/KJC Plan is also modified to delete a clause referring
potential tax liabilities of Alpart Jamaica and Kaiser Jamaica to
the Australian Tax Office.  This clause was included in error.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notes that the Plan modifications do not
adversely change the treatment of any claim of any creditor
against any of the Liquidating Debtors.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 66;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KEYSTONE CONSOLIDATED: Wants Mlsna to Continue as Special Counsel
-----------------------------------------------------------------
Keystone Consolidated Industries Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Eastern District of
Wisconsin for permission to continue employing Timothy M. Mlsna as
their special counsel.

The Debtors tell the Court that in their day-to-day operations,
they regularly call upon Mr. Mlsna to:

   a) work with the Debtors' Human Resources Department to prepare
      qualifying amendments to 401(k) plans, thrift plans and
      deferred defined benefit plan and handle administrative
      matters such as review of plan claims and quallified
      domestic relation orders;

   b) prepare the Debtors' Form 10 which is required to be filed
      with the Pension Benefit Guaranty Corporation; and

   c) provide the Debtors with general ERISA and employee benefits
      advice, including the preparation of the summary plan
      descriptions for the Debtors' benefit plans and handling
      routine audits of the plans by government agencies.

The Debtors submit that the uninterrupted service of Mlsna is
vital to their continuing operations and their ultimate ability to
implement their plan.

Mr. Mlsna will bill the Debtors at his current hourly rate of
$275.

To the best of the Debtors' knowledge, Mr. Misna is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


LITTLE MT. ZION: Hires James E. Hurley as Bankruptcy Counsel
------------------------------------------------------------
Little Mt. Zion Pentecostal Church, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain James E. Hurley, Esq., as its
bankruptcy attorney, nunc pro tunc to Jan. 5, 2005.

Mr. Hurley will:

   a) examine the officers of the Debtor and other parties as to
      acts, conduct and property of the Debtor;

   b) prepare records and reports as required by the U.S. Trustee
      Guidelines, Bankruptcy Code and Rules and the Local
      Bankruptcy Rules;

   c) prepare applications and proposed orders to be submitted to
      the Bankruptcy Court;

   d) identify and prosecute estate claims and causes of action;

   e) examine proofs of claim previously filed and to be filed and
      the possible prosecution of objections to certain of such
      claims;

   f) advise the Debtor and prepare documents in connection with
      the contemplated limited ongoing operation of the Debtor's
      business;

   g) advise the Debtor and prepare documents in connection with
      the liquidation of the assets of the estate including
      analysis and collection of outstanding receivables; and

   h) assist and advise the Debtor in performing other official
      functions as set forth in Section 704 of the Bankruptcy
      Code.

The Debtor agrees to pay Mr. Hurley his current hourly rate for
his legal services.  Mr. Hurley didn't disclose his billing rate
in papers filed with the Bankruptcy Court.

To the best of the Debtor's knowledge, Mr. Hurley doesn't hold any
interest materially adverse to the Debtor and its estate.

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


MASONITE INT'L: Moody's Affirms B2 Ratings on $1.525 Billion Debts
------------------------------------------------------------------
Moody's affirmed the B2 rating on the senior secured bank credit
facilities for both Stile U.S. Acquisition Corporation and Stile
Acquisition Corporation following the recapitalization of the
acquisition of Masonite International Corp. by Kohlberg Kravis
Roberts & Co. L.P.  The transaction was closed on April 6, 2005.

Moody's has affirmed these ratings at Stile:

   * Senior Implied, rated at B2;

   * $350 million senior secured multi-currency revolving credit
     facility, due 2011, rated B2;

   * $1,175 million senior secured term loan, due 2013, rated B2;

   * Speculative Grade Liquidity Rating, rated SGL-2; and

   * Senior Unsecured Issuer Rating (non-guaranteed), rated Caa2.

The outlook remains stable.

Moody's is withdrawing these ratings at Stile:

   * $300 million 144A senior unsecured floating rate notes,
     due 2013, rated B3;

   * $525 million 144A senior unsecured subordinated notes,
     due 2015, rated Caa1.

Moody's has withdrawn the se ratings at the "old" Masonite:

   * Senior Implied, rated B2;

   * $42 million Term Loan B, due 2006, rated B2;

   * $571 million Term Loan C, due 2008, rated B2; and

   * Senior Unsecured Issuer Rating, rated B3.

In its initial ratings assignment, Moody's had expected Stile's
acquisition of Masonite to be funded with $2 billion of debt.
The proceeds amount remains the same, however, the capitalization
structure has changed since then and reflects the $770 million
18 month bridge loan (not rated by Moody's)  and $55 million in
rollover debt which replaced the previous rated floating rate
($300 million) and subordinated ($525 million) notes.

Final terms and use of proceeds are unchanged as outlined in
Moody's press release for Stile issued on February 28, 2005.  In
Moody's view, the new capitalization structure does not reflect a
material change; therefore Moody's assessment of the company's
overall credit quality has not changed.

With the closing of the transaction, Moody's has withdrawn its
ratings on the "old" Masonite.

Masonite International Corporation is headquartered in Ontario,
Canada.  The company is a leading global manufacturer of doors and
door components with 82 facilities in 17 countries in North
America, Europe, Latin America, Asia and Africa.

Revenues for fiscal year 2004 was approximately $2.2 billion.


MBIA INC: Investors Sue Company & Certain Officers & Directors
--------------------------------------------------------------
The law firm of Milberg Weiss Bershad & Schulman LLP filed a class
action lawsuit on behalf of all persons who purchased or otherwise
acquired the securities of MBIA Inc. (NYSE:MBI) between August 5,
2003 and March 30, 2005, inclusive, seeking to pursue remedies
under the Securities Exchange Act of 1934.

A copy of the complaint filed in this action is available from the
Court, or can be viewed on Milberg Weiss's website at
http://www.milbergweiss.com/

The action, case number 05-cv-3709, is pending in the United
States District Court for the Southern District of New York
against defendants:

   -- MBIA,
   -- Joseph W. Brown (Chairman),
   -- Gary C. Dunton (President and CEO),
   -- Nicholas Ferreri (CFO), Neil G. Budnick (former CFO), and
   -- Douglas C. Hamilton (Principal Accounting Officer).

According to the complaint, defendants violated sections 10(b) and
20(a) of the Exchange Act, and Rule 10b-5, by issuing a series of
material misrepresentations to the market during the Class Period.

The complaint alleges that during the Class Period, MBIA engaged
in an unlawful and deceitful course of conduct involving MBIA's
improper use and fraudulent accounting for reinsurance policies
and related services to conceal the Company's massive losses, to
artificially inflate its financial results, and to smooth its
earnings.  As alleged in the complaint, the Company conceded that
it had materially overstated its financial results for failure to
properly account for a $70 million payment it received pursuant to
two reinsurance agreements with Converium Holding AG (formally
known as Zurich Re).  The Company stated that as a result of the
improper accounting, it would have to restate its results for 1998
and subsequent years.  Defendants were motivated to engage in the
fraudulent conduct to complete a Class Period offering of 30-year
bonds for proceeds of $350 million.

The truth began to emerge on November 18, 2004.  On that day, MBIA
issued a press release after the market closed announcing that it
had received subpoenas from the SEC and the New York Attorney
General seeking information about non-traditional or loss
mitigation insurance products developed, offered, or sold to third
parties since January 1, 1998. In reaction to this news, the price
of MBIA stock fell $1.72, or 2.7%, from its closing price of
$61.46 per share on November 18, 2005 to close at $59.74 per share
on November 19, 2005.  On March 8, 2005, MBIA announced that it
would restate its financial results for 1998 and subsequent years
for failure to properly account for the $70 million payment it
received in 1998 pursuant to the two reinsurance agreements.  On
March 9, 2005, the Company announced that it had received a
subpoena from the U.S. Attorney's Office for the Southern District
of New York relating to the Company's reinsurance agreements with
Converium.  On March 30, 2005, the last day of the Class Period,
MBIA issued a press release after the close of the market
announcing that it had received additional subpoenas from the SEC
and the New York Attorney General requesting information relating
to:

     (1) the Company's accounting treatment of advisory fees;

     (2) the Company's methodology for determining loss reserves
         and case reserves;

     (3) purchases of credit default protection on itself; and

     (4) documents relating to Channel Reinsurance Ltd., a
         reinsurance company of which MBIA is a 17.4% owner.

In reaction to this news, the price of MBIA stock dropped $4.36
per share, or 7.6%, from its closing price of $56.64 on March 30,
2005 to close at $52.28 on March 31, 2005, on trading volume of
8.38 million shares.

Milberg Weiss Bershad & Schulman LLP  --
http://www.milbergweiss.com/-- is a firm with over 100 lawyers
with offices in New York City, Los Angeles, Boca Raton, Delaware,
Seattle and Washington D.C. and is active in major litigations
pending in federal and state courts throughout the United States.
Milberg Weiss has taken a leading role in many important actions
on behalf of defrauded investors, consumers, and others for nearly
40 years.

                        About the Company

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

                          *     *     *

                     Financial Restatements

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

                     Amended Credit Agreement

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

     (i) $500 million or

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

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

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


MCI INC: Verizon Files Registration Statement for Merger
--------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) filed a registration
statement on Form S-4 with the Securities and Exchange Commission
in connection with the company's proposed merger with MCI, Inc.
(Nasdaq: MCIP).

The registration statement includes a draft proxy statement and
prospectus, and a proxy card that MCI will send to its
stockholders to vote on the merger.  The registration statement
also registers the shares of Verizon common stock to be delivered
to MCI stockholders at the closing of the transaction.

As noted in the registration statement, Verizon believes that the
merger will capitalize on the complementary strengths of the two
companies and will create one of the world's leading providers of
global communications services.  The merger is subject to
customary closing conditions and review by various regulatory
authorities as outlined in the prospectus.  After the SEC
completes any review of the filed materials, these materials will
be sent to MCI shareholders, and they will have the opportunity to
vote on the merger at a special meeting.  MCI's Board of Directors
unanimously recommended on March 29 that its stockholders approve
the transaction.

                        Qwest Talks Back

In response to Verizon's filing of its S-4 statement with the SEC,
Qwest Communications International Inc. (NYSE: Q) said:

"No proxy filing can explain away the wide discrepancy between the
shareholder value Qwest offered and Verizon's lower offer.

"The letter in [yester]day's S-4 filing from Mr. Capellas, on
behalf of the MCI Board of Directors, clearly states that MCI has
unanimously adopted the merger agreement.  This pronouncement
should send a clear message to MCI share owners -- Mr. Capellas
and the MCI Board 'unanimously' support the creation of two
classes of share owners and that $23.10 is what share owners are
entitled to.  This declaration by MCI ignores the facts that Qwest
offered MCI $27.50 and that Verizon has cut a side deal that will
pay one share owner approximately 20 percent more than any other
share owner.

"Shareholders should seriously question the motivation and
rationale of such a recommendation.

"We continue to listen to share owners and their frustrations with
the events of this past weekend as we evaluate our options."

                          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.


MERRILL LYNCH: Moody's Assigns Low-B Ratings to Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
certificated issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series 2005-Canada
15 (all figures are denoted in Canadian Dollars):

   -- Aaa to the $185.0 million Class A-1 Certificates
      due August, 2020;

   -- Aaa to the $212.3 million Class A-2 Certificates
      due August, 2020;

   -- Aa2 to the $11.0 million Class B Certificates
      due August, 2020;

   -- A2 to the $9.0 million Class C Certificates due August 2020;

   -- Baa2 to the $7.8 million Class D-1 Certificates
      due August 2020;

   -- Baa2 to the $0.001 million Class D-2 Certificates
      due August 2020;

   -- Baa3 to the $3.3 million Class E-1 Certificates
      due August, 2020;

   -- Baa3 to the $0.001 million Class E-2 Certificates
      due August 2020;

   -- Ba1 to the $3.3 million Class F Certificates
      due August, 2020;

   -- Ba2 to the $1.66 million Class G Certificates
      due August, 2020;

   -- Ba3 to the $1.66 million Class H Certificates
      due August, 2020;

   -- B1 to the $1.66 million Class J Certificates
      due August, 2020;

   -- B2 to the $1.11 million Class K Certificates
      due August, 2020;

   -- B3 to the $1.66 million Class L Certificates
      due August 2020;

   -- Aaa to the $350.3* million Class XP-1 Certificates
      due August 2020;

   -- Aaa to the $77.6* million Class XP-2 Certificates
      due August 2020;

   -- Aaa to the $339.95 * million Class XC-1 Certificates
      due August 2020; and

   -- Aaa to the $104.1* million Class XC-2 Certificates
      due August , 2020.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

Moody's assigned prospective ratings on the above Certificates on
March 15, 2005.

The pool's strengths include:

   * its high percentage of less risky asset classes (multifamily,
     industrial, anchored retail);

   * recourse on 34.6% of the pool; and

   * the overall low leverage and the creditor friendly legal
     environment in Canada.

Moody's concerns include the percentage of the pool made up of
more risky asset classes (office, mixed use, unanchored retail)
and the existence of subordinated debt on 26.4% of the pool.
Moody's beginning loan-to-value ratio was 83.1% on a weighted
average basis.


MERRILL LYNCH: Moody's Lifts Class E Cert. Rating to Baa3 from Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of three classes of Merrill Lynch Mortgage
Investors, Inc., Mortgage Pass-Through Certificates, Series 1998-
C3 as:

   --Class A-2, $61,361,631, Fixed, affirmed at Aaa
   --Class A-3, $243,122,000, Fixed, affirmed at Aaa
   --Class IO, Notional, affirmed at Aaa
   --Class B, $33,516,000, WAC, upgraded to Aaa from Aa2
   --Class C, $35,112,000, WAC, upgraded to Aa3 from A2
   --Class D, $38,305,000, WAC, upgraded to Baa2 from Baa3
   --Class E, $7,980,000, WAC, upgraded to Baa3 from Ba1

As of the March 16, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 25.4% to
$476.3 million from $638.4 million at securitization.  The
Certificates are collateralized by 111 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 11.6% of the pool, with the top ten loans
representing 42.0% of the pool.  Four loans, representing 2.8% of
the pool, have defeased and have been replaced with U.S.
Government securities.  Seven loans have been liquidated from the
trust resulting in realized losses of approximately $18.1 million.

Two loans, representing 3.8% of the pool, are in special
servicing.  The largest loan in special servicing is the Ramada
Inn Airport Loan ($9.4 million - 2.0%), which is secured by a
292-room hotel located near the Philadelphia International
Airport.  This loan has been in special servicing since March 2003
due to an environmental issue.  The servicer has recognized an
appraisal reduction of $3.2 million for this loan.  Moody's has
estimated aggregate losses of approximately $4.8 million for all
of the specially serviced loans.  Thirty-five loans, representing
37.7% of the pool, are on the master servicer's watchlist,
including six of the top ten loans.

Moody's was provided with year-end 2003 operating results for
95.6% of the performing loans and partial year 2004 operating
results for 91.9% of the performing loans.  Moody's loan to value
ratio is 89.5%, compared to 90.2% at Moody's last full review in
May 2001 and 87.6% at securitization.  The upgrade of Classes B,
C, D and E is primarily due to increased subordination levels.
Based on Moody's analysis, 16.3% of the pool has a LTV greater
than 100.0%, compared to 18.3% at last review and 5.3% at
securitization.

The top three loans represent 23.0% of the outstanding pool
balance.  The largest loan is the 1700 Broadway Loan
($55.1 million - 11.6%), which is secured by a 582,000 square foot
office building located in the midtown submarket of New York City,
New York.  The property's performance has improved since
securitization due to increased occupancy and rent levels.  The
property is 98.5% occupied, compared to 95.5% at securitization.
Moody's LTV is 75.0%, compared to 77.2% at last review.

The second largest loan is the Independence Green Apartments Loan
($32.3 million - 6.8%), which is secured by 981-unit multifamily
property located in Farmington Hills, Michigan.  The loan is on
the master servicer's watchlist due to a decline in occupancy.  As
of June 2004 the property was 75.0% occupied, compared to 92.2% at
securitization.  Moody's LTV is 99.8%, compared to 81.8% at last
review.

The third largest loan is the Mercer Mall Loan ($22.2 million -
4.7%), which is secured by a 386,000 square foot community
shopping center located approximately three miles south of
Princeton in Lawrence, New Jersey.  The loan is on the master
servicer's watchlist due to upcoming lease expirations of two
tenants representing 13.7% of the property.  As of September 2004
the property was 97.0% occupied, compared to 100.0% at
securitization.  The center is anchored by Bed, Bath and Beyond
(10.0% GLA; expiration January 2007) and TJ Maxx (7.3% GLA;
expiration October 2009).  Moody's LTV is 77.0%, compared to 81.6%
at last review.

The pool's collateral is a mix of:

   * multifamily (39.4%);
   * retail (20.3%);
   * office and mixed use (17.1%);
   * industrial and self storage (11.0%);
   * lodging (5.7%);
   * U.S. Government securities (2.8%);
   * healthcare (2.6%); and
   * credit tenant leases (1.1%).

The collateral properties are located in 30 states. The highest
state concentrations are:

   * Texas (18.1%);
   * New York (16.2%);
   * California (15.4%);
   * New Jersey (9.0%); and
   * Pennsylvania (8.7%).

All of the loans are fixed rate.


MIRANT CORP: Shareholder Rights Group Enraged by Executive Pay
--------------------------------------------------------------
The Mirant Shareholder Rights Group expressed its outrage at the
excessive compensation of Mirant Corporation's (OTC Pink Sheets:
MIRKQ) management team, in spite of their track record of
failures.

The Mirant Shareholder Rights Group believes this is a flagrant
abuse of the bankruptcy process, and that Mirant Corporation has
clearly demonstrated that it is not interested in any level of
accountability to its shareholders.  While the Company has lost
billions of dollars and is now under Chapter 11 protection, its
top executives have, and continue to be, rewarded handsomely.

For 2004, Mirant's Chief Executive Officer, Marce Fuller, received
$842,000 in base salary as well a more than 100% bonus, bringing
her total compensation to nearly $1.7 million.  Despite remaining
in bankruptcy in 2005, Ms. Fuller again will receive approximately
$1.7 million in compensation.  Additionally, if Ms. Fuller resigns
or reaches a mutual agreement with Mirant to terminate her
employment, she will receive a lump sum payment of $3.4 million in
cash upon separation.

Other executives have seen exceptional increases in their
compensation and bonuses as well.  Curtis A. Morgan, Executive
Vice President & Chief Operating Officer, more than doubled his
base salary from 2003 to 2004 from $156,822 to $427,350 and more
than quadrupled his bonus, which went from $124,000 to $543,483.
Similarly, Douglas L. Miller, Senior Vice President & General
Counsel received nearly five times his 2003 bonus of $62,708 in
2004, the sum of which was $298,313.

"Since when did bankruptcy mean enriching creditors and
management?" asked Rick Doutel, a Mirant shareholder.  "What is
going on at Mirant and in this bankruptcy process is astounding.
From excessive management compensation and attempts to suppress
court filings from public scrutiny, to obvious efforts to hide
value and enrich creditors, we believe the Mirant bankruptcy will
one day serve as a case study in corporate greed."

Mirant Corporation's valuation hearing is scheduled to begin
April 18, 2005 in Fort Worth, Texas.

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.
The Debtors file their proposed Chapter 11 Plan and Disclosure
Statement on Jan. 19, 2005.


MIRANT CORP: PEPCO Says Disclosure Statement is Confusing
---------------------------------------------------------
Potomac Electric Power Company asks the Court to deny approval of
the Disclosure Statement.

The relationships between PEPCO and the Debtors is governed by an
Asset Purchase and Sale Agreement for Generating Plants and
Related Assets, dated June 7, 2000, including the Debtors' back-
to-back obligations under it.

Jo E. Hartwick, Esq., at Stutzman, Bromberg, Esserman & Plifka,
in Dallas, Texas, points out that under the Disclosure Statement
PEPCO cannot understand how the Debtors intend to treat their
APSA obligations.  The Disclosure Statement contains conflicting
statements about the treatment of PEPCO and variously mentions
rejection or re-characterization of the APSA and the Back-to-Back
Agreement.  However, the Disclosure Statement is silent as to
what would happen to the APSA if the Debtors' efforts to reject
or re-characterize the APSA fail.

PEPCO assumes that the Debtors intend an improper "ride-through"
of the APSA if rejection and re-characterization are denied.  Two
critical facts support PEPCO's concern:

   (1) the Plan proposes transferring all of the Debtors' assets
       and liabilities to New Mirant; and

   (2) the Plan does not expressly provide for the assumption and
       assignment of the APSA if the Debtors fail to reject or
       re-characterize the contract.

Ms. Hartwick tells Judge Lynn that the treatment of PEPCO under
the Plan is ambiguous.  No creditor, not even PEPCO, should have
to guess how it would be treated under the Plan.

Ms. Hartwick further notes that the Plan improperly singles out
and discriminates against PEPCO, violating the equality of
distribution, the best interest of creditors test, and other
bankruptcy principles.  In essence, the Debtors are seeking Court
approval of a fraudulent conveyance by proposing to transfer all
of their assets to a new entity, beyond the reach of PEPCO for
purposes of satisfying the APSA obligations.

More importantly, the Plan is not confirmable because there is no
mechanism for protecting the public interest, as required by the
decisions of the Court of Appeals for the Fifth Circuit and the
U.S. District Court for the Northern District of Texas if the
APSA will not be performed post-confirmation, Ms. Hartwick adds.
The Plan, whether under a rejection, re-characterization or
"ride-through" theory, would result in the Debtors ceasing to
perform under the APSA.  But the District Court has made it clear
that the Debtors must satisfy the District Court's public
interest standard before the Debtors may obtain any relief in
their bankruptcy proceedings that would prevent or impair, in any
way, PEPCO from receiving the payments and other performance to
which PEPCO is entitled under the APSA.

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


MIRANT CORP: Creditors Committee Wants Phoenix Subpoenas Quashed
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation believes that the U.S. Bankruptcy Court for the
Northern District of Texas' direction on March 2, 2005, concerning
Valuation Hearing discovery, told Phoenix Partners and its
affiliates to take a back seat to, and work in tandem with, the
Official Committee of Equity Security Holders in discovery.

On March 3, 2005, Phoenix Partners delivered identical subpoenas
to each member of the Mirant Corp. Committee:

     * Deustche Bank AG,
     * HSBC Bank USA,
     * Hypovereins Bank,
     * Law debenture Trust Company of New York,
     * Wachovia Bank,
     * Appaloosa Management LP, and
     * Citibank N.A.

Each of the Phoenix Subpoenas contains 43 separate requests
asking for, among other things:

   (a) all documents that relate to the 'Lovett Shutdown' stated
       in the Disclosure Statement and alternatives thereto;

   (b) all documents concerning the overhead to be incurred by,
       or allocate to, the Debtors energy trading operations
       through 2014 in the Debtors' historical and projected
       financial statements;

   (c) all minutes of the meetings of the Debtors' Board of
       Directors and any committees thereof related to the
       valuation and projected financial condition of the
       Debtors; and

   (d) all documents concerning the Debtors assets held for sale.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in Dallas,
Texas, tells the Court that a seemingly identical subpoena was
likewise delivered to him by e-mail for Miller, Buckfire Lewis
Ying & Co. LLC, one of the Committee's experts.  MBLY was not
served with the subpoena.  Mr. Silverstein has conferred with
Phoenix's counsel to withdraw the subpoenas but Phoenix's counsel
declined.

In view of the material already being produced by the parties on
the topic of valuation, requiring the Committee or its members to
produce these materials would be burdensome, duplicative and
wasteful.  Moreover, the Mirant Corp. Committee, like other
principal parties, seeks to limit its discovery responses to
those materials germane to the valuation issues and from the
experts who are opining on the matters.

Mr. Silverstein, on behalf of the Corp. Committee and its
members, therefore, asks the Court for a Protective Order with
respect to all of the subpoenas, or an order to quash the
subpoenas.  The Corp. Committee's protective order seeks to limit
discovery to those documents and information consulted, utilized,
referred to or relied on by the Corp. Committee's experts in the
preparation of their expert valuation reports.  The Corp.
Committee also seeks to limit its response to any valuation
discovery solely to those documents and information in its
possession, custody or control, or that retained by the Corp.
Committee's professionals, and not document from the individuals
members of the Committee.

                     Phoenix Partners Objects

Phoenix Partners LLP, Phoenix Partners II LP and Phaeton
International (BVI) Ltd. believe that they timely served their
discovery requests and subpoenas on the Corp. Committee, its
members and advisors.

Constantine Z. Pamphilis, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in Houston, Texas, clarifies that the Phoenix
Entities agreed to "coordinate" its discovery with that of the
Equity Committee and not to "take a back seat to" as the Corp.
Committee contends.  In accordance with the Phoenix Entities' due
process rights and the Court's directive, the Phoenix Entities
agreed to seek discovery separate from the Equity Committee if
and solely to the extent that the Phoenix Entities' requests are
additive to and not duplicative of those of the Equity Committee.

In an e-mail sent from David S. Rosner, Esq., to Mr. Silverstein,
the Phoenix Entities advised the Corp. Committee and the
Committee agreed that the served subpoenas would be:

   (1) withdrawn to the extent of discovery sought that the
       Equity Committee had also sought; and

   (2) remain extant as to separate, additive discovery.

The Phoenix Entities provided the a written description of the
separate discovery sought to avoid wasteful motion practice as to
unnecessary discovery disputes.

Mr. Pamphilis, therefore, asserts that the Corp. Committee had no
reason to file a request for a protective order or an order to
quash the subpoenas, nor expend estate resources on an
unnecessary discovery matter.  In this regard, Mr. Pamphilis
notes that the Corp. Committee did not bother to call, to e-mail,
or to seek in any way to see if the matter was resolved or
resolvable prior to filing of their request.  The Corp. Committee
did not "meet and confer" with the Phoenix Entities, Mr.
Pamphilis says.

The Phoenix Entities, according to Mr. Pamphilis, have sought
discovery of, and the Corp. Committee must provide, factual
discovery relating to valuation and cannot shield itself by
limiting itself to the documents of its "experts."

To conduct a full and fair hearing on Mirant's valuation, no
party may be permitted to preclude and to hide relevant
information -- certainly no fiduciary charged with and allegedly
complying with its obligations to represent all creditors,
including the Phoenix Entities -- from discovery and submission
of all relevant evidence at the valuation hearing.

Thus, the Phoenix Parties asks Judge Lynn to deny Corp.
Committee's request and order the Corp. Committee, its members,
and its advisors to provide to the Phoenix Entities the discovery
sought that is additive to and not duplicative of that sought by
the Equity Committee.

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: Equity Comm. Disavows Equity Holders' Press Release
----------------------------------------------------------------
The Official Committee of Equity Security Holders is aware of a
press release recently, headlined "Judge Denies Mirant's Efforts
to Suppress Expert Testimony" which quoted as its source "Mirant
Equity Committee" and could have reasonably been perceived as
having been issued or otherwise officially sanctioned by The
Official Equity Committee.

A copy of that press release appeared in the Troubled Company
Reporter on Apr. 7, 2005.

The Equity Committee wants to set the record straight.  In fact,
the Release was neither issued nor otherwise sanctioned by the
Official Equity Committee, although its counsel was afforded an
opportunity to, and did, review and comment on a prior draft of
the release to determine the accuracy of his quoted remarks.  Upon
the Official Equity Committee's information and belief, the
Release was the work product of a public relations firm hired by
an independent group of shareholders of Mirant Corporation,
referred to in the Release as the "Equity Holders" that has
separately financed the work of said firm.

The opinions and conclusions expressed or implied in the Release,
especially those that ascribe motivations to various
constituencies in this case, are those of its authors and not
necessarily the views of any of the members of or professionals
retained by the Official Equity Committee.  Mr. Syiek, who was
quoted in the Release, has no affiliation and has had no contact
with the Official Equity Committee.  His comments and opinions
presumably are his own and should, in no way, be attributed to the
Official Equity Committee or any of its representatives or
members.

The Official Equity Committee believes that the Release's
description of the recoveries accorded creditors under the plan of
reorganization currently on file is inaccurate.  Nevertheless, the
Official Equity Committee stands behind the properly quoted
comments of its counsel with regard to the Bankruptcy Court's
ruling concerning the expert reports at issue in the recently
decided motions to suppress.  While the Official Equity Committee
believes that the evidence adduced at the upcoming trial will
validate its belief that any plan of reorganization for Mirant
must make adequate provision for Mirant's shareholders, it
strongly cautions that conclusions regarding Mirant's valuation
must await the Court's ruling on the valuation hearings,
presently scheduled to begin on April 12, 2005, with evidence to
begin on April 18, 2005.

Finally, it should be noted that some of Mirant's apparent views
with regard to valuation are reflected in its recently amended
disclosure statement, a document that has not been approved for
dissemination for voting purposes, but is nevertheless a matter of
public record.  Other parties' views about valuation are reflected
in a series of expert reports and rebuttal expert reports, which
are not currently publicly available.

            About Brown Rudnick Berlack Israels LLP

Brown Rudnick is a full-service, international law firm with
offices in the United States and Europe.  The firm's 200
attorneys provide representation across key areas of the law:
Corporate & Securities, Intellectual Property, Government Law &
Strategies, Complex Litigation, Real Estate, Bankruptcy &
Finance, Energy and Health Care.  Combining a dedication to
excellence with a commitment to superior client service, Brown
Rudnick provides its clients with a breadth and depth of
expertise uniquely suited to their legal needs.

The Brown Rudnick Center for the Public Interest is a measure of
the Firm's strong commitment to the community and serves as an
umbrella entity encompassing the Firm's pro bono legal work,
charitable giving, community involvement and public interest
efforts.

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)


NATIONAL CENTURY: Amedisys Holds Allowed $7,339,584 Unsec. Claim
----------------------------------------------------------------
In 2003, Amedisys, Inc., filed Claim Nos. 368, 369, 370, 857, 858
and 859 against National Century Financial Enterprises, Inc., and
its debtor-affiliates, asserting unliquidated amounts.  On
January 29, 2004, Amedisys filed Claim Nos. 865, 866 and 867,
amending the earlier claims.  Additionally, on June 29, 2004,
Amedisys filed a request for the payment of an administrative
expense.

On August 27, 2004, the Unencumbered Assets Trust and the VI/XII
Collateral Trust, the Debtors' successor-in-interest objected to
the Amedisys Claims.

Pursuant to the Debtors' Fourth Amended Joint Plan of
Liquidation, Amedisys and the Debtors executed an Escrow
Agreement, which provided for the escrow of certain funds,
including $7,339,584, which would be deposited in an interest-
bearing account subject to resolution of the adversary proceeding
commenced by Amedisys, et al., against the Debtors, JPMorgan
Chase Bank, et al.

Subsequently, Amedisys and the Debtors resolved their disputes.
In a Court-approved stipulation, Amedisys and the Debtors agree
that:

    (a) Claim No. 867 is amended and allowed for $7,339,584,
        provided that any amounts the Debtors are obligated from
        time to time to distribute in respect of the Allowed
        Amount will be reduced by any amount received by Amedisys
        from the Amedisys Escrow.  The allowance of the amount
        will not prevent Amedisys from pursuing funds in the
        Amedisys Escrow through ownership and trust theories in
        the Amedisys Adversary Proceeding as against the Debtors;

    (b) Claim No. 867 will be treated as an allowed and unsecured
        Class C-6 claim under the Plan;

    (c) All of the Amedisys Claims, other than Claim No. 867, are
        disallowed.  In no event will Amedisys make an additional
        unsecured claim or amend its unsecured claim to exceed the
        Allowed Amount.  Moreover, Amedisys' allowed claims
        against the Debtors in the pending Adversary Proceeding,
        the Debtors' Chapter 11 cases and any related Amedisys
        proceedings against the Debtors will not exceed in the
        aggregate a capped amount equal to the amount in the
        Amedisys Escrow; and

    (d) The Debtors reserve their rights to seek the reduction or
        disallowance of the Allowed Amount, or the disgorgement of
        any distributions made on account of the Allowed Amount,
        to the extent that Amedisys recovers any amounts from
        JPMorgan Chase Bank or other third parties relating to the
        claims and causes of action underlying the Amedisys Claims
        or the Adversary Proceeding.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEWPAGE CORPORATION: Moody's Junks $400 Million Sr. Sub. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
the debt of NewPage Corporation, together with B1 senior secured,
B3 junior secured, and Caa2 subordinated ratings.  Concurrently,
Moody's assigned a B3 rating to the debt of NewPage's related
company, Escanaba Timber Company.

NewPage was also assigned a Speculative Grade Liquidity Rating of
SGL-2 indicating good liquidity.  NewPage and Escanaba are being
formed by Cerberus Capital Management LP to hold the coated and
carbonless paper businesses and associated timberlands to be
acquired pursuant to a definitive purchase and sale agreement with
MeadWestvaco Corporation.

The total purchase price is $2.3 billion.  Closing is expected to
occur this month.  Cerberus plans to separate the acquired paper-
making and timber assets, with NewPage holding the paper-making
assets and Escanaba holding the timberland.  The two entities will
enter into a 15-year timber supply agreement under which Escanaba
will supply timber to NewPage at market prices.  Other than this
contractual relationship and common ownership, the two companies
will be separate entities, both legally and from a credit
perspective.

The issued debt will benefit from upstream guarantees provided by
each companies' respective domestic subsidiary companies.  The
combination of NewPage's very high leverage and expectations that
the company can de-lever over the near term are the primary
influences in assigning the B2 senior implied rating.  In the case
of Escanaba, the B3 rating results from the fact that there
appears to be adequate asset value that can be realized relatively
quickly so as to offset a paucity of internally generated cash
flow.  The rating outlook for both entities is stable.

Rating Assigned:

     NewPage Corporation:

        * Senior Implied: B2

        * $750 million guaranteed (first ranking) senior secured
          term loan due 2011: B1

        * $500 million guaranteed second lien senior secured notes
          due 2012: B3

        * $400 million guaranteed senior subordinated notes
          due 2014: Caa2

          Issuer Rating: Caa1

          Speculative Grade Liquidity: SGL-2

          Outlook: Stable

     Escanaba Timber Company:

        * Senior Implied: B3

        * $225 million guaranteed senior secured term loan due
          2008: B3

          Issuer Rating: Caa2

          Outlook: Stable

NewPage's very high financial leverage is the main reason the B2
senior implied rating has been assigned.  Whether measured on a
cash flow (13.4x pro forma Debt/LTM Dec 31 EBITDA) or unit of
capacity basis ($727/ton), opening financial leverage is quite
high.  With over 80% of capacity in the coated paper segment,
product line diversification is quite low.  This line of business
has been, and is expected to continue to be, quite cyclical, with
relatively volatile pricing and cash flow.

As advertising patterns continue to evolve and become increasingly
segmented, future demand and pricing are uncertain.  Longer term,
the company is vulnerable to increased competition from other
North American paper manufacturers converting existing uncoated
paper-making capacity.  In the event of a strengthening US dollar,
the company is potentially vulnerable to off-shore competition.
Moody's is also concerned the company's customers may have an
adverse reaction to the purchase and sale transaction and the
resulting dramatic increase in financial leverage.  This may
weaken sales relationships and future pricing power.  The
company's uncoated freesheet and pulp operations are small and not
likely to be very profitable.  Similarly, the company's carbonless
paper business is in decline and will require repositioning over
time.

The current market dynamic for coated paper is the primary source
of offsetting factors.  Coated paper pricing has recovered from a
prolonged trough and there is positive pricing momentum.  This is
supported by the weakened US dollar, which effectively shelters
the North American coated paper market from low cost foreign
competition, and has allowed pricing to increase.  Together, good
commodity pricing and cash flow generation, Moody's expects to
observe debt amortization over the near term.  NewPage has a fully
integrated IT/distribution platform and established relationships
with key customers.  The company is also 20% backwards integrated
into fiber by way of the timber supply contract with Escanaba.  At
current rates of exchange, the delivered cost profile appears to
be reasonably competitive on an aggregate basis.  Lastly, the
company will have good liquidity arrangements.

Escanaba has a very poor credit profile as evidenced by its B3
senior implied rating.  The company has only one asset, and the
majority of its output is sold to NewPage, a highly leveraged
entity.  Its cash flow generation is not expected to be strong,
and the company has no liquidity other than small cash reserves.
The fact that there appears to be adequate asset value that can be
realized relatively quickly is the company's sole credit positive.

As noted above, the combination of NewPage's very high leverage
and expectations the company can de-lever over the near term are
the primary influences in assigning the B2 senior implied rating.
At $750 million, the term loan is some 43% of drawn debt at
closing, and is secured by a first ranking charge on fixed assets
and a second ranking charge on receivables and inventory (the ABL
Revolver has a first ranking charge on receivables and inventory
and a second ranking charge on fixed assets; all debt - including
trade payables - benefits from a series of upstream guarantees
provided by domestic operating subsidiaries).

Even were the $400 million ABL Revolver fully drawn, there is
likely to be ample asset value cover for both facilities.  The
combination of its relative size and security, together with
approximately half of the debt structure being contractually
subordinated, allow the term loan rating to be notched up from the
senior implied level to B1.  At $500 million, the second lien
secured notes are some 29% of drawn debt at closing.

However, in the event of the ABL Revolver being fully drawn, there
is a significant 56% aggregate first claim on assets.  As well, in
combination with fully drawn senior secured debt, the second lien
secured notes would comprise a significant majority of the debt
structure.  Accordingly, the second lien secured notes are notched
down from the senior implied level to B3.  The contractually
subordinated notes are notched three levels from the senior
implied to Caa2.  The senior unsecured issuer rating is Caa1, two
notches below the senior implied, and between the junior secured
and subordinated debt ratings.  In the case of Escanaba, there is
only one category of debt, and accordingly, it is rated at the B3
senior implied level.

NewPage's SGL-2 rating, indicating good liquidity, results from
having some $200 million of unused availability (under the 5-year
committed $350 million ABL Revolver) at closing that is not
financial covenant dependent.  While financial covenants have not
been finalized, the transaction is to be structured on standard
"ABL" terms, with 90% of the $350 million limit being available as
long as the receivables and inventory borrowing base provides
adequate asset coverage.  The remaining 10% of the limit will be
available subject to financial covenant compliance.  With the
facility committed for 5 years, and with first year cash flow
expected to benefit from reasonably good commodity prices and cash
flow, liquidity is assessed as good.  While there are standard
cash sweep provisions in the company's term loan, these are
predicated on cash flow.  There are no near term debt maturities
that will consume cash flow, and the company's surplus pension
funding position similarly preserves cash flow.

NewPage's main products are coated mechanical and coated woodfree
papers.  These are expected to account for some 80% of unit
shipments.  Magazine publishers use primarily coated mechanical
papers with coated woodfree papers being less common, and reserved
for very high-end publications.  Commercial printers use coated
woodfree paper for applications such as catalogs, directories and
newspaper supplements in a higher proportion than coated
mechanical paper.  Demand for both grades has historically moved
in the same direction.

However, 2003 was the recent exception, when the coated mechanical
market fared much better.  There is also some price-induced grade
switching that can be done between relatively higher priced coated
mechanical and certain less expensive uncoated mechanical papers,
such as super calendared papers.  With commercial printing
experiencing historic low capacity utilization rates, coated
woodfree paper has not done as well as coated mechanical.  Good
demand from magazine publishers has been a positive influence for
coated mechanical papers.

Overall, however, growth rates are positive but not spectacular.
Therefore, while the coated paper market is very tight at present
owing to UPM's Miramichi coated mechanical mill being on strike,
it appears that near term demand increases cannot be counted on to
fuel price increases.  As well, while price increases have been
announced and are expected to stick, there is a practical ceiling
of approximately US$75/ton on further increases.  At prices beyond
these, European (and perhaps Korean) imports will re-enter the
market in significant quantities (Europe has a glut of coated
paper).  With this as background, Moody's expects NewPage to
perform relatively well over the next year, and expects to observe
debt reduction in advance of a potential softening in the economy,
and an associated softening in commodity pricing.

Accordingly, the outlook is stable.  Similarly, as Moody's expects
Cerberus to pursue an expeditious bulk sale of Escanaba's
timberlands, rating migration over the next year is not
anticipated, and the outlook is stable.

Moody's expectations for a B2 senior implied rating include
average through-the-cycle RCF/TD approaching 10%, with the related
FCF/TD measure approaching 5%.  NewPage has a pension funding
surplus and only nominal operating leases.  As a result, there are
no significant adjustments to debt.  As the B2 senior implied
rating is predicated on near term debt reduction, and since that
requires current favorable market conditions to persist, it is not
likely a ratings upgrade would occur over the next several
quarters.

Conversely, however, in the absence of near term progress in
permanently reducing debt levels, or in the event market
conditions change such that near term debt reduction is
effectively precluded, a downgrade becomes more likely.  A
downgrade would also result from debt-financed acquisition
activity or were liquidity arrangements to deteriorate
significantly.  Moody's does not anticipate positive ratings
migration for Escanaba.  Failure to substantially liquidate the
timberland asset within a year would likely result in a downgrade.

Headquartered in Dayton, Ohio, NewPage is an integrated producer
of:

   * coated publication papers'
   * carbonless papers,
   * uncoated woodfree papers, and
   * market pulp.


NORSTAN APPAREL: Wants to Hire Katten Muchin as Bankruptcy Counsel
------------------------------------------------------------------
Norstan Apparel Shops Inc. and its debtor-affiliate, Norstan
Delaware Corporation ask the U.S. Bankruptcy Court for the Eastern
District of New York for permission to employ Katten Muchin Zavis
Rosenman as their general bankruptcy counsel.

Katten Muchin is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operations of their businesses and properties;

   b) attend meetings and negotiate with creditors and other
      parties in interest and advise and consult on the conduct
      of the bankruptcy case, including all of the legal and
      administrative requirements of operating in chapter 11;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors' estates, negotiations concerning
      litigation in which the Debtors may be involved, and
      objections to claims filed against the estates;

   d) prepare motions, applications, answers, orders, reports and
      papers necessary to the administration of the Debtors'
      estates, and advise the Debtors concerning the negotiation
      and documentation of financing agreements, debt
      restructuring, cash collateral agreements, asset sales and
      related transactions;

   e) negotiate and prepare any plan of reorganization,
      disclosure statement and related agreements and documents,
      and take any necessary actions on behalf of the Debtors to
      obtain confirmation of that plan;

   f) appear before the Bankruptcy Court, any appellate courts,
      and the U.S. Trustee to protect the interests of the
      Debtors' estates, and perform all other necessary legal
      Services in connection with the prosecution of the Debtors'
      chapter 11 cases.

Jeff J. Friedman, Esq., a Partner Katten Muchin, is the lead
attorney for the Debtors.  Mr. Friedman discloses that the Firm
received a $300,000 retainer.

Mr. Friedman reports Katten Muchin's professionals bill:

    Designation           Hourly Rates
    -----------           ------------
    Partners              $305 - $725
    Counsel               $345 - $625
    Associates            $170 - $435
    Paraprofessionals     $100 - $300

Katten Muchin assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., 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.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2005 (Bankr. E.D.N.Y. Case
No. 05-15265).  When the Debtors filed for protection from their
creditors, they listed total assets of $19,637,000 and total debts
of $44,776,000.


NORSTAN APPAREL: Taps Capstone Advisory as Financial Advisors
-------------------------------------------------------------
Norstan Apparel Shops Inc. and its debtor-affiliate, Norstan
Delaware Corporation ask the U.S. Bankruptcy Court for the Eastern
District of New York for permission to employ Capstone Advisory
Group, LLC, as their financial advisors.

Capstone Advisory is expected to:

   a) assist in preparing financial and other information to be
      incorporated in offering memoranda to be developed in
      preparation for a 363 sale process for the Debtors;

   b) assist in managing the post bankruptcy process during the
      363 sale process, assist in preparing financial projections
      reflecting store/warehouse rationalization to be included in
      offering memoranda;

   c) assist in preparing financial disclosures required in
      bankruptcy disclosure and plan documents;

   d) assist in preparing and reviewing 4 Wall store profitability
      analysis and identify potential store closures for inclusion
      in going out of business sale process;

   e) review and analyze proposals received from inventory
      liquidators, prepare near term cash flow projections as
      required by DIP lenders, and monitor cash flow performance
      and update cash forecasts as required by the Debtors'
      lenders; and

   f) assist and coordinate bankruptcy motions with external legal
      advisors.

Sean M. Cunningham, a Member at Capstone Advisory, discloses that
the Firm received a $70,000 retainer.  Mr. Cunningham reports that
Capstone's compensation consists of a monthly advisory fee of
$55,000.

Mr. Cunningham reports Capstone Advisory's professionals bill:

    Designation            Hourly Rates
    -----------            ------------
    Members/Managers       $505 - $530
    Professional Staff     $295 - $475
    Support Staff           $85 - $150

Capstone Advisory assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., 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.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2005 (Bankr. E.D.N.Y. Case
No. 05-15265).  Jeff J. Friedman, Esq., at Katten Muchin Zavis
Rosenman represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed total assets of $19,637,000 and total debts of $44,776,000.


ORION TELECOM: Discloses 100-Day Back-on-Track Plan Details
-----------------------------------------------------------
Orion Telecommunications Corp. (OTC) disclosed the details of its
100-Day Back-on-Track Plan, outlining the company's strategy for
growth following its recent emergence from Chapter 11 bankruptcy
protection.  The plan highlights OTC's vision for driving industry
change, with plans for a new leadership team, unmatched
operational excellence and purchasing strength, increased
financial stability and unique product and marketing
differentiation.

"Over the last year, we have continued to work closely with our
customers and distributors, and kept our fingers on the pulse of
the industry. As such, we have developed a vision and a plan that
recognizes the critical need for a change in the market's
direction, and will lead the way in enabling that change," said
Peter Sicilian, Jr., OTC's Founder, Chief Executive Officer and
President. "Over the next 100 days, OTC will reveal the
infrastructure we have put in place to lead a revitalization
within the pre-paid calling market."

OTC's 100-Day Back on Track Plan is designed to increase the
company's revenues and reestablish its market leadership.  It will
also demonstrate OTC's commitment to effecting industry change
through "leading by example," and bringing a new level of
stability and integrity to the pre-paid calling market.  Key
milestones of the plan include:

   -- Introducing a new leadership team and corporate governance
      program.  OTC will institute a series of proven financial
      processes, and put in place a seasoned team of executive
      management and board members - creating a near zero-risk
      atmosphere to ensure total financial stability and
      reliability.

   -- Strengthening the company's operational and purchasing
      strength.  OTC will leverage a highly reliable, state-of-
      the-art technical infrastructure that the company has built,
      owned and operated directly, and is equipped to handle more
      than $300 million in call revenue each year.  The company
      will also unveil its unique prepaid purchasing strategy,
      which is designed to garner the best vendor pricing from
      industry leaders such as Qwest, MCI and XO, ensure long-term
      card reliability and provide the lowest carrier rates in the
      industry.

   -- Presenting a unique, "on-the-street" distributor marketing
      strategy.  OTC will launch its highly customized,
      distributor-driven marketing approach, which engages
      distributors in a collaborative effort to create products
      and marketing/support programs.  Each marketing plan is
      aimed at elevating the distributor to become the market
      leader in its respective territories.  This strategy equips
      distributors with the resources they need to achieve full
      distribution in the marketplace, without the risks
      associated with other manufacturers.

   -- Rolling out an aggressive new product strategy.  As part of
      its consumer-and distributor-focused approach, OTC will
      continue to concentrate on its core Hispanic business as
      well as extend its line of pre-paid calling cards to target
      a wider variety of ethnic markets.  OTC also plans on
      rolling out a new series of state-specific calling cards
      with global appeal that will be offered to franchise
      distributors.

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelcorp.net/-- is a market-leading
manufacturer and distributor of telecommunication services.  The
company filed for chapter 11 protection on April 1, 2004 (Bankr.
S.D.N.Y. Case No. 04-12203).  Frank A. Oswald, Esq., at Togut,
Segal & Segal LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,347,957 in total assets and $97,588,754
in total debts.  As reported in the Troubled Company Reporter on
Mar. 16, 2005, Orion Telecommunications emerged from Chapter 11
bankruptcy protection.


OWENS CORNING: HMC Investors LLC Discloses 10% Equity Stake
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on February 28, 2005, HMC Investors, LLC, reports that
it may be deemed to beneficially own 5,525,000 shares of Owens
Corning's Common Stock:

The securities are held in the accounts of an unregistered
investment company and a managed account over which HMC Investors
have investment discretion.  The securities may be deemed to be
beneficially owned by:

    -- HMC Investors, L.L.C., the managing member of the
       unregistered investment company's investment manager;

    -- Philip Falcone, the portfolio manager of the unregistered
       investment company and the managed account;

    -- Raymond J. Harbert, a member of HMC Investors; and

    -- Michael D. Luce, a member of HMC Investors.

                                  No. of Shares
Reporting Person                 Beneficially Owned   Percentage
----------------                 ------------------   ----------
HMC Investors, L.L.C.                  5,525,000         10.0%

Philip Falcone                         5,525,000         10.0%

Raymond J. Harbert                     5,525,000         10.0%

Michael D. Luce                        5,525,000         10.0%

Harbert Distressed Investment
Master Fund, Ltd.                      5,400,685          9.8%

HMC Distressed Investment
Offshore Manager, L.L.C.               5,400,685          9.8%

At January 31, 2005, there were 55,341,765 shares of common stock
issued and outstanding.

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


PASADENA GATEWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pasadena Gateway Venture, Ltd.
        4711 Orchard Blossom Way
        Houston, Texas 77084

Bankruptcy Case No.: 05-34900

Chapter 11 Petition Date: April 3, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Marilee A Madan, Esq.
                  Russell & Madan, P.C.
                  4265 San Felipe, Suite 520
                  Houston, Texas 77027
                  Tel: (713) 355-3375
                  Fax: (713) 355-3303

Total Assets: $10 Million to $50 Million

Total Debts: $1 Million to $10 Million

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


PEGASUS AVIATION: Moody's Reviews Junk Ratings & May Downgrade
--------------------------------------------------------------
Moody's Investors Service announced that it is placing under
review for possible downgrade the Class A, Class B and Class C
Notes issued by Pegasus Aviation Lease Securitization III Trust,
Series 2001-1.  Moody's said that the transaction has been
experiencing lower cash flows due to the lease restructurings,
delinquent and bankrupt lessees.

There are currently 2 aircraft in the PALS 2001 portfolio on the
ground, and 2 aircraft waiting to be repossessed.  In addition,
lease rates for newly originated leases are more than 30% below
prior lease rates.  The Class D reserves were drawn on in February
2005, and this was followed by Class B and Class C reserves
drawdown in March 2005.  Moody's notes that the drawdown on the
Class B, C, and D liquidity reserves is likely to continue for the
near future.

For the Class A Notes the rate of paydown required to stay on the
schedule in future years increases, which would cause the trust to
fall behind if lease revenues do not increase.  Though the Class
A-3 Notes remain the most senior tranche for the repayment of
principal, they are being placed under review due to concern over
whether they will be fully repaid by their legal final maturity of
March 2014.

Moody's review will focus on several factors, including:

   (1) the potential lease revenues that might be generated on the
       aircraft that are currently off-lease or that will be
       coming off-lease within the next twelve months;

   (2) the impact of delinquent lease payments on revenues;

   (3) the impact of several recent airline bankruptcies on the
       various pools;

   (4) current and future expenses relating to repossession,
       remarketing, and maintenance of aircraft from current
       lessees; and

   (5) the marketability of mid-life and old technology aircraft
       in the current environment.

The complete rating action is:

Under Review for Possible Downgrade

Pegasus Aircraft Lease Securitization III, Series 2001-1

   * US $282 Million Class A1 Floating Rate Notes due
     May 10, 2031, rated Ba1;

   * US $197 Million Class A2 Floating Rate Notes due
     May 10, 2031, rated Ba1,;

   * US $268.9 Million Class A3 Floating Rate Notes due
     March 10, 2014, rated Ba1;

   * US $57 Million Class B1 Floating Rate Notes due
     March 10, 2031, rated B3;

   * US $52.7 Million Class B2 Fixed Rate Notes due May 10, 2031,
     rated B3;

   * US $64 Million Class C1 Floating Rate Notes due May 10, 2031,
     rated Caa1; and

   * US $33 Million Class C2 Fixed Rate Notes due May 10, 2031,
     rated Caa1.


PEGASUS SATELLITE: Wants to Amend Spectrasite Master Site Pact
--------------------------------------------------------------
Following the sale of the Pegasus Satellite Communications, Inc.
and its debtor-affiliates' Direct Broadcast Satellite business,
assets related to their broadcast television business comprise
substantially all of their remaining assets.  The Broadcast Assets
include certain Federal Communications Commission authorizations
and licenses, real property, agreements to operate television
stations, rights to purchase television stations, time brokerage
agreements, lease agreements with respect to studio facilities and
other contract rights, and working capital.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the United States Bankruptcy Court for the
District of Maine that the Broadcast Assets include the Debtors'
rights under a certain Master Site Agreement, dated as of July 17,
2000, with Spectrasite Broadcast Towers, Inc., and Pegasus
Broadcast Television, Inc.  The Master Site Agreement was executed
in connection with:

      (i) an Asset Purchase Agreement, dated as of April 18, 2000,
          by and among, inter alia, Spectrasite and PBT; and

     (ii) a Site Development and Build-to-Suit Agreement, dated as
          of July 17, 2000, by and between Spectrasite and PBT.

The Master Site Agreement set the general terms and conditions
under which PBT leases or subleases space on Spectrasite's antenna
towers to place, operate and maintain the Debtors' analog and
digital broadcast communications equipment for their broadcast
television business.  Pursuant to the Master Site Agreement,
Spectrasite and PBT have entered into 16 individual site
agreements for space on Spectrasite's various antenna towers.

                           Claims Dispute

Spectrasite asserted that the Debtors owe past rent for digital
antenna space available to the Debtors under the Asset Purchase
Agreement and the Existing Site Agreements.  The Debtors contend
that they do not and will not have an obligation to pay rent for
digital antenna space until they commence digital operations as
required by the FCC.

Under the Master Site Agreement, Spectrasite asserted that it is
entitled to reimbursement for costs of certain improvements that
may be necessary at tower sites where the Debtors lease space.
However, the Debtors do not believe that Spectrasite has incurred
any expenses that would be reimbursable under the Master Site
Agreement.

On October 12, 2004, Spectrasite filed a general, unsecured, non-
priority claim for $9,122,504 in respect of amounts owed by PBT
under the Asset Purchase Agreement and the Master Site Agreement.

                             Amendment

The parties agree to amend the Master Site Agreement to resolve
the claim.  Under the First Amendment, the Debtors will pay
$307,518 to Spectrasite and convey to Spectrasite all of their
interest in 10,333 warrants held by Pegasus Towers, Inc., a PBT
subsidiary, to purchase Spectrasite common stock to settle any
amounts owing under the Asset Purchase Agreement and Master Site
Agreement.  The Debtors estimate that the Warrants have a value of
$967,169.

Furthermore, the Debtors will terminate the Development Agreement
and Spectrasite will terminate, without further liability, all
Existing Site Agreements effective as of January 31, 2005.

Pursuant to the First Amendment, the Debtors enter into
Replacement Site Agreements with Spectrasite to allow them
additional flexibility in occupying the tower spaces needed to
operate their broadcast television business, and for that
occupancy to occur at an overall reduced cost, compared to the
existing arrangements.  The significant terms of the Replacement
Site Agreements are:

    1. Concurrently with the effectiveness of the First Amendment
       and the termination of all Existing Site Agreements,
       Spectrasite and PBT will enter into the Replacement Site
       Agreements.  The monthly rents payable by the Debtors under
       each of the Replacement Site Agreements is anticipated to
       be lower than the amount that would be payable under the
       Existing Site Agreements.  The initial term for each
       Replacement Site Agreement will be 15 years (180 months)
       commencing as of February 1, 2005.  PBT will have the
       option to extend the initial term under any Replacement
       Site Agreement for five additional 10-year terms.

    2. At certain tower sites involved, PBT has the right to lease
       space for both a "Primary Antenna" and, to accommodate
       digital broadcasting, a "Secondary Antenna."  For each full
       calendar month during the Initial Term of a Replacement
       Site Agreement that PBT pays rent for more than one antenna
       at a site, then the Initial Term of the applicable
       Replacement Site Agreement will be reduced by one calendar
       month, provided, that in no event will the initial term for
       any Replacement Site Agreement be reduced to less than 10
       years (120 months).

    3. The minimum amount of rent that PBT will be required to pay
       under each Replacement Site Agreement will be the "Primary
       Antenna Base Rent" as specified in each Replacement Site
       Agreement.

Moreover, the Master Site Agreement will be amended to provide
that PBT may assign its entire interest in the Master Site
Agreement or in one or more Replacement Site Agreements without
the prior consent of Spectrasite, to Pegasus Communications
Corporation or an affiliate of PCC.

On the effectiveness of the First Amendment and payment of the
Settlement Amount, Spectrasite will withdraw with prejudice any
claims it has filed against the Debtors in their Chapter 11 cases.

Accordingly, the Debtors seek the Court's authority to:

    (i) enter into the First Amendment and the Replacement Site
        Agreements;

   (ii) assume the Master Site Agreement, as amended by the First
        Amendment; and

  (iii) settle Spectrasite's damage claim.

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)


PILGRIM AMERICA: Fitch Holds Junk Rating on Two $41MM Note Classes
------------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Pilgrim
America CBO I, Ltd.  This rating action is the result of Fitch's
review process and is effective immediately:

     -- $50,178,006 class A notes upgrade to 'A' from 'BBB-';
     -- $41,000,000 class B notes remain at 'C';
     -- $41,000,000 class C notes remain at 'C'.

Pilgrim America CBO is a collateralized debt obligation -- CDO
-- that closed July 1, 1998.  In July 2001, Prudential Financial
assumed the position as the collateral manager, taking the place
of Pilgrim America.  The liabilities of Pilgrim America CBO are
supported by a portfolio composed primarily of U.S. high yield
corporate bonds.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.  In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest-rate scenarios to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

Since the last rating action, Pilgrim America CBO has redeemed a
significant portion of its liabilities.  The balance of the class
A notes has been reduced to $50.1 million from $101.0 million at
the time of the last rating affirmation.  Approximately 24% of the
original $207 million balance of the class A notes remains
outstanding.  The class A overcollateralization -- OC -- test
level has improved to 132.3% as of the March 14, 2005, trustee
report compared with 129.39% as of the Nov. 20, 2003, trustee
report.

The weighted average rating has remained stable since the last
review at 'CCC-'.  As of the most recent trustee report available,
Pilgrim America CBO's defaulted assets represented 16.3% of the
$79.5 million of total collateral, excluding principal proceeds.
Assets rated 'CCC-' or lower represented approximately 44.34% of
the collateral.

On the March 15 payment date, the class A OC test was cured from a
failing level to the minimum required level of 135%.  This allowed
the class B noteholders to receive interest cash flows of
$540,460.  However, there is still a deferred interest balance of
$8.8 million.  The class C noteholders are not expected to receive
future distributions.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B and class C notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A notes no longer reflect
the improved risk profile 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/


PILLOWTEX CORP: Gets Court Nod to Sell Kmart Shares
---------------------------------------------------
Pillowtex Corporation and its debtor-affiliates currently own
shares of various publicly traded companies and may, in the course
of their Chapter 11 cases, receive additional shares.  The Shares
trade publicly on established securities exchanges and quotation
systems, including the NASDAQ National Market System and the New
York Stock Exchange.  As a result, the prices at which the Shares
can be sold are established by the markets rather than through
individual negotiation.

Gilbert R. Saydah, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, relates that, for example, Pillowtex
Corporation owns 15,453 shares of Kmart Holding Corporation.
Kmart has a pending Chapter 11 petition before the United States
Bankruptcy Court for the Northern District of Illinois.
Pillowtex received the 15,453 shares pursuant to a settlement
agreement with Kmart relating to the claims asserted by Pillowtex
in Kmart's bankruptcy proceeding.  The Kmart Shares trade on the
NASDAQ National Market System.  "In as much as these Shares are
not of any use in the Debtors' continuing operations, the Debtors
intend to sell the Kmart Shares and the other Shares as they may
receive from time to time," Mr. Saydah says.

Under the terms of the Global Bidding Procedures and Section
363(b) of the Bankruptcy Code, the Debtors are required to:

    (a) file a motion seeking an order approving the terms of any
        sale in which the Debtors proposed to engage; and

    (b) provide a 20-day notice prior to a hearing on the motion.

However, Mr. Saydah explains that due to the daily fluctuation in
trading prices, the price available at the time that a motion is
filed would likely not be available by the date of the hearing on
the motion.

Accordingly, the Debtors sought and obtained the Court's approval
to sell the Shares at any time and from time to time on a
National Securities Exchange at the price then prevailing on the
Exchange, without further notice or further Court approval, free
and clear of liens, claims and encumbrances, with any lien,
claim, encumbrance or interest attaching to the proceeds of the
sale.

Mr. Saydah assures the Court that the Debtors will consult with
the advisors to the Official Committee of Unsecured Creditors
prior to any sale of the Shares.

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)


PRIMEDIA INC: Moody's Upgrades Four Note Ratings to B2 from B3
--------------------------------------------------------------
Moody's Investors Service has upgraded ratings of PRIMEDIA Inc.
Details of the rating action are:

Ratings upgraded:

   * $300 million of 8.0% senior notes due 2013 -- to B2 from B3

   * $470 million of 8.875% senior notes due 2011 -- to B2 from B3

   * $226 million of 7.625% senior notes due 2008 -- to B2 from B3

   * $175 million of floating rate notes due 2010 -- to B2 from B3

   * $211 million of series H 8.625% exchangeable preferred stock
     due 2010-- to Caa2 from Ca

   * Senior implied rating -- to B2 from B3

   * Senior unsecured issuer rating -- to Caa1 from Caa2

Rating affirmed:

   * Speculative grade liquidity rating -- SGL-3

Ratings withdrawn:

   * $168 million of series D 10.0% exchangeable preferred stock
     due 2008

   * $96 million of series F 9.2% exchangeable preferred stock
     due 2009

The rating outlook is stable.

The upgrade largely reflects the improvement of PRIMEDIA's
leverage which will result from the reduction of its debt and
preferred stock following the sale of About.com and Bankers
Training & Consulting Company.  Nevertheless, ratings continue to
reflect PRIMEDIA's high leverage, the flat growth of its
advertising and circulation revenues and the continued depletion
of its assets.

The stable outlook reflects Moody's expectation of improved cash
flow generation resulting from the prospective elimination of over
$30 million in annualized interest and dividend expense as well as
the company's adequate liquidity position.

PRIMEDIA has announced its intention to:

   (1) fully redeem $167 million of series D preferred stock and
       $96 million of series F preferred stock;

   (2) to redeem $80 million of its 7 5/8 senior notes;

   (3) to repay $5 million of its term loan A and $35 million of
       its term loan B; and

   (4) to permanently reduce the size of its senior secured
       revolving credit facility by $30 million.

The company's net debt position is further improved by $21 million
in proceeds of the recently completed sale of Bankers Training &
Consulting Company.

Virtually all of PRIMEDIA's senior debt is ranked pari-passu in
right of payment with its senior secured credit facility.  All
senior debt is guaranteed on a senior unsecured basis by the
restricted group of operating subsidiaries and is secured by a
pledge of intermediate holding company stock.

Ratings are supported by recent improvements in liquidity derived
from the cash proceeds of an extensive asset sales program, the
value and severability ascribed to PRIMEDIA's remaining portfolio
of media-related assets, and management's demonstrated track
record of monetizing individual properties as necessary, in
relatively short order and at attractive prices.  In addition the
ratings recognize the company's significant reduction of debt and
leverage since 2001, and the success of the company's balance
sheet initiatives, which have pushed out the next significant
maturity date until 2008.

Pro-forma for the proposed debt and preferred stock reduction,
PRIMEDIA recorded leverage (net debt plus preferred stock to
consolidated EBITDA) of 6.9 times at the end of December 2004.
This represents a significant reduction from leverage of 9.7 times
which was recorded at the end of December 2002.  The redemption of
preferred stock will represent an additional step in reducing the
company's preferred stock burden which stood as high as
$630 million at the end of December 2002.  A large proportion of
PRIMEDIA's preferred stock was held by the company's controlling
shareholder, KKR.  Although the company's leverage profile will
improve from the proposed repayment, senior secured leverage
remains relatively unchanged at 6.1 times, on a pro-forma basis.

PRIMEDIA recorded $4 million of positive free cash flow in 2004
compared to a deficit of $15 million in the prior year.  Moody's
estimates that free cash flow will continue to increase modestly
in 2005 following the repayment of debt and preferred stock.  The
company continues to experience flat revenue growth, as
advertising revenues experience a soft recovery.

PRIMEDIA's adequate liquidity position is reflected in the
company's SGL-3 liquidity rating.  Covenants under the bank credit
facility are governed by the performance of PRIMEDIA's restricted
group, rather than by the (substantially lower) EBITDA results of
the company's consolidated operations.  Moody's considers that the
company would be able to effect its proposed preferred stock
redemption over time without bank consent, however, the recently
concluded amendment enables the redemption to be completed on an
accelerated time frame.

New York City-based PRIMEDIA Inc. is targeted media company which
owns more than 200 brands that connect buyers and sellers through
print publications, web sites, events, newsletters and video
programs.


RADNOR HOLDINGS: Sells Interest in Radnor Investment for $19 Mil.
-----------------------------------------------------------------
Radnor Holdings Corporation completed the divestiture of its
interest in its affiliated investment management business, Radnor
Investment Advisors, L.P.  The Company received aggregate cash
payments of approximately $19 million for its interest, which were
used to reduce outstanding indebtedness.  The Company has no
further interest in the partnership.

As previously disclosed, the Company continues to consider the
divestiture of other non-core assets in order to enhance its
capital structure as well as redeploy capital to its growing
foodservice packaging business and new product initiatives.

                        About the Company

Radnor Holdings Corporation is a leading manufacturer and
distributor of disposable foodservice packaging products in the
United States and of specialty chemical products worldwide. The
Company's products are sold primarily to the consumer, foodservice
and protective packaging markets. Radnor Holdings Corporation
operates plants throughout the United States and in Canada and
Europe.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2005,
Standard & Poor's Ratings Services lowered its 'B-' corporate
credit and senior secured note ratings on Radnor Holdings
Corporation to 'CCC+'.  The 'CCC' senior unsecured note
rating was lowered to 'CCC-'.

All ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 20, 2003. The CreditWatch placement
followed the company's debt-financed acquisition of Polar Plastics
Inc., but has focused subsequently on Radnor's deteriorating
financial performance and business challenges.  Total
debt outstanding as of Sept. 24, 2004, was approximately $298
million.

"The downgrade reflects Radnor's inability to materially improve
its already weak liquidity position ahead of approximately $9
million in interest payments due within the next 45 days on its
debt obligations," said Standard & Poor's credit analyst Franco
DiMartino.


RAYOVAC CORP: EUR415M Tetra Holdings Buy Cues S&P to Hold Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Atlanta, Georgia-based battery manufacturer Rayovac Corp.,
including its 'B+' corporate credit rating.

In addition, the recovery rating on Rayovac's senior secured bank
facility was revised to '3' from '2', indicating an expectation of
meaningful recovery of principal (50% to 80%) in the event of a
default.  The ratings on the company were removed from CreditWatch
where they had been placed on March 15, 2005.  The outlook is
negative.  Approximately $2.4 billion of debt is affected by this
action.

"The rating actions result from Rayovac's planned acquisition of
Tetra Holdings GmbH for EUR415 million or a 10.5x EBITDA
multiple," said Standard & Poor's credit analyst Patrick Jeffrey.
The company will utilize the $500 million add-on feature under its
bank facility to fund the majority of the transaction.

Rayovac's business profile is expected to be enhanced by Tetra,
which has leading global market positions in the fish food and
equipment categories.  In addition, Tetra will expand Rayovac's
overall pet supplies business, which has good growth prospects.
However, pro forma leverage is expected to rise as a result of the
transaction.  Furthermore, integration risk could be further
heightened because Rayovac will integrate both Tetra and United
Industries over the intermediate term.  In February 2005, Rayovac
acquired United Industries Corp. for $1.2 billion.


RELIANCE GROUP: Liquidator Selling Lot to TC Midlantic for $5.4M
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, wants
permission to sell 27.617 acres of real property to TC Midlantic
Development, Inc., for $5,414,072.

The Property is designated as Virginia Tax Map 93, Parcel M
(Areas 1 and 2), in Loudoun County, Virginia.  Jerome B. Richter,
Esq., at Blank Rome, in Philadelphia, relates that the Property
was purchased in 1987 when RIC acquired 409 acres of land for
$26,634,439, or $1.49 per square foot.  Of the 409 acres, 112.5
acres were zoned residential and 296.5 were zoned commercial.  At
$1.49 per square foot, the 112.5 acres of residential land had a
pro rata cost of $7,301,745, while the 296.5 acres of commercial
land had a pro rata cost of $19,332,694.  During the governmental
approval process, 41.5 residential acres were designated and
dedicated as flood plain, community recreational space, or
roadway improvements.  The remaining 71 net acres of residential
land were sold in five transactions between 1999 and 2002 for
$22,970,800.  Of the 296.5 acres of commercial land, 84.7 acres
were set aside and dedicated as flood plain, right-of-way or toll
road use during the development approval process.

Mr. Richter notes that the Property was the subject of a Court-
approved Prior Agreement with TC Midlantic, dated January 12,
2004, that contemplated a sale price of $7,599,247.  The Prior
Agreement identified the Property as Tax Map 93, Parcel 13, and
stated the size as 26.19 acres.  A recent survey revealed the
actual size of the Property to be 27.617 acres.

The Prior Agreement contained contingencies, including that TC
Midlantic re-zone the Property for retail commercial uses.
During the re-zoning process, Loudoun County informed RIC and TC
Midlantic that rezoning was not possible.  As a result, the Prior
Agreement was not consummated.

Due to this setback, TC Midlantic asked RIC to sell the Property
without a re-zoning condition at a reduced price reflecting the
diminished value under the existing office commercial zoning.
RIC agreed, paving the way for the current Sale Agreement, under
which TC Midlantic will pay $5,414,072 for the Property.  This
amount reflects a price reduction of $2,185,175.  TC Midlantic
paid a $100,000 initial deposit into escrow under the Prior
Agreement.  Upon Court approval, TC Midlantic will establish a
$200,000 replacement escrow.  RIC is obligated to spend up to
$25,000 to cure any code or other violation.

RIC used Cassidy & Pinkard as real estate broker.  RIC is
obligated to pay Cassidy and Pinkard a commission of 5% of the
first $1,000,000 and 3% of the balance.  Based on the $5,414,072
purchase price, RIC will pay Cassidy and Pinkard an $182,422
commission.

Mr. Richter states that the purchase price represents fair value
to the RIC estate.  The Liquidator obtained updated advice from
Robert G. Johnson, MAI of JMSP, Inc., in Herndon, Virginia.  Mr.
Johnson prepared a new appraisal report for the Property dated
January 11, 2005.  Mr. Johnson's report indicates that the fair
market value for the Property is $4,710,000.

Mr. Richter tells the Pennsylvania Commonwealth Court that TC
Midlantic is financially able to consummate the transaction.  TC
Midlantic is wholly owned by the Trammell Crow Company.  Trammell
Crow's financial statements for 2004 show $39,000,000 in net
income.  Its balance sheet indicates available cash or cash
equivalents totaling $163,637,000 at the end of 2004.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SAT-CHIT-ANAND: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sat-Chit-Anand, Inc.
        dba Super 8 Motel
        1409 E. Marshall
        Longview, Texas 75601

Bankruptcy Case No.: 05-60725

Type of Business: The Debtor is a motel operator.

Chapter 11 Petition Date: April 4, 2005

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Jason R. Searcy, Esq.
                  P. O. Box 3929
                  Longview, Texas 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Small Business                2nd lien on               $536,568
Administration                property
2120 Riverfront Drive,#250    Value of security:
Littlerock AR 72202           $980,000

Super 8 Motels, Inc.          Franchise fees             $15,810
1 Sylvan Way
Parsippany NJ 07054


SEALY MATTRESS: Moody's Puts B1 Rating on Planned $690M Facility
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sealy Mattress
Company's proposed $690 million senior secured credit facility.
At the same time, Moody's affirmed Sealy's senior implied rating
at B1, the senior subordinated notes rating at B3 and the
unsecured issuer rating at B2.  The ratings outlook remains
stable. Ratings on the existing senior secured term loan, senior
secured revolving credit facility and unsecured term loan will be
withdrawn when the proposed refinancing closes and such facilities
are repaid.

The new senior secured credit facility is comprised of a
$565 million Term Loan D and $125 million revolver.  The new term
loan and revolver are priced at Libor plus 1.75% and Libor plus
2.50%, respectively.  Such pricing may increase if Sealy does not
maintain certain leverage ratios.  The new credit facility permits
Sealy to repurchase up to $62.5 million of its $390 million
subordinated debt and pay up to $50 million of dividends.  The new
term loan amortizes 1% per year and has a 50% excess cash flow
sweep.

The senior secured credit facilities are guaranteed by Sealy's
subsidiaries and secured by the assets and capital stock of its
subsidiaries (65% of the capital stock of foreign subsidiaries).
Despite these benefits, the ratings on the senior secured
facilities are at the level of the senior implied rating due to
the significant portion of the debt structure comprised by the
senior secured asset class.

The ratings affirmation reflect:

   * Sealy's strong operating performance;

   * successful major new product launches in both its Sealy
     Posturepedic and Stearns & Foster lines; and

   * the current industry forecast of continued strong demand
     growth offset by high, albeit improving, leverage.

The rating affirmation also reflect Sealy's dominant market share.

The company's ratings are further supported by management's focus
on repositioning the business to focus on new product development,
greater operating efficiencies and working capital discipline.
Ratings are also enhanced by Sealy's strong brand recognition and
leading market share, and by the attractive long term growth
prospects of the mattress industry.  Sealy is the leader in the US
and Canadian markets and is the dominant player in the high-
growth, high-profit luxury product market segment with its Stearns
& Foster brand.  Additional rating support results from Sealy's
national presence, and partial vertical integration which reduces
the risk of potential business disruption while allowing the
company to rapidly fulfill customer orders.

Although Sealy's leverage has decreased since the leverage buyout
by KKR in April 2004, which Moody's expects will continue in 2005,
its ratings are still restrained by its relatively high leverage
of 5.0x (debt/adjusted EBITDA); 5.3x if the $75 million PIK for
life Note issued by Sealy Corporation is included.  The company's
high leverage could limit its ability to respond to negative
business developments such as economic or competitive threats,
costs related to the continuing shift of its products to a one-
sided mattress and other investments that may be required to
optimize the company's manufacturing and distribution operations.
Sealy's high debt levels could also constrain its ability to
thrive in new product categories such as the foam mattress or
distribution channels that may offer higher growth and profit
opportunities.

The stable outlook reflects Moody's expectation that the
industries strong growth dynamics will continue and that Sealy
will continue to delever based on its strong operating and
competitive position and sufficient cash flow generation.  The
stable outlook also reflects Moody's expectation that Sealy will
not increase its debt burden in the next year or two.  Moody's
expects management to sustain its strategic direction, which is
centered on premium pricing (price points of $1,000 or higher),
new products and distribution channels, cost and asset efficiency
measures, and debt reduction.

The high leverage and asset security of the senior secured credit
facility leaves the company with limited financial flexibility to
absorb any unforeseen events.  The lack of financial flexibility
is mitigated by the company's strong and consistent cash flow
generation, industry leading brand names, dominant market share
and favorable industry and demographic trends.  Notwithstanding
the reduced financial flexibility, based on Sealy's historical and
projected cash flow generating abilities coupled with the
projected availability under the revolver, Moody's believes Sealy
possess good liquidity over the next twelve months to meet its
operating needs.

An upgrade in ratings would require sustained operating momentum,
well-received new product launches and smooth operational
transitions, and a reduction of leverage (debt/EBITDA) below 4.0x.
Delevering could result from continued gains in operating
performance and cash flow and/or a delevering event, such as an
IPO.  Downward rating pressure could arise from a decrease in
operating cash flow and margin erosion due to longer term
competitive or operating issues or changing strategic priorities,
leading to higher than expected revolver draw downs and higher
than expected leverage.  Key credit metrics driving potential
downward rating pressure would be failing to maintain double digit
EBIT margins and a failure to keep leverage below 5.0x in 2005.
Negative ratings actions could also be considered through a
sustained reversal in recent market share gains.

These ratings were affected by this action:

   * Senior secured $565 million Term Loan D due 2012 assigned B1;

   * $125 million senior secured revolving credit facility
     due 2010, assigned B1;

   * Senior implied rating, affirmed at B1;

   * $390 million senior subordinated notes due 2014,
     affirmed at B3; and

   * Senior unsecured issuer rating, affirmed at B2.

Sealy Mattress Company, a wholly owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  The
company is the world's largest bedding manufacturer which sells
mattresses and box springs under the Sealy, Sealy Posturepedic,
Stearns & Foster and Bassett brand names.  Net sales for the year
ended November 2004 totaled $1.3 billion.


SHELTON CANADA: Appoints Victor Tkachenko as New Director
---------------------------------------------------------
Shelton Canada Corp. (TSX VENTURE:STO) reported the appointment of
Victor Tkachenko PE, MBA, CTP, to the company's Board.  Mr.
Tkachenko will bring extensive venture development and project
financing experience to the Board of Shelton.

As Managing Director of Merchant Capital Partners/Sarmat
International, V. Tkachenko advises on venture development,
corporate renewal and special situations financings including oil
and gas projects in Eastern Europe.

Mr. Tkachenko has an extensive experience in investment and
merchant banking including positions with:

   * Westdeutsche Landesbank Girozentrale (Toronto/New York) as
     Managing Director and Vice President;

   * Canadian Imperial Bank of Commerce as Senior Account Manager
     in Natural Resources Division;

   * Credit Lyonnais and The Bank of Nova Scotia as Manager of
     Capital Markets and Project Finance.

Shelton's President and CEO, Zenon Potoczny, said, "Victor has a
wealth of project financing and M&A experience, and we are
delighted to have his input available to Shelton.  With increased
activities in the oil and gas sector in Ukraine and significant
advances on our offshore Azov Sea project, he will make a huge
contribution to our international growth strategy".

Shelton also announces the resignation of Lorraine Campbell as a
CFO of Shelton.  The Board of Directors of Shelton would like to
thank Ms. Campbell for her valuable input and assistance to
Shelton and wishes her all the best in the future.

Shelton is an international growth-oriented oil and gas company
active in the exploration and development of reserves, targeting
primarily Eastern Europe.

Shelton's head office is located in Toronto, with a representative
office in Kyiv, Ukraine.

Shelton Canada Corp. is a junior oil and gas exploration and
development company operating in the Western Canadian Sedimentary
Basin and internationally in Ukraine.

As of August 31, 2004, equity deficit widened to $223,479 from a
$164,697 equity deficit at Nov. 30, 2003.


SI TANKA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Si Tanka University
        PO Box 220
        Eagle Butte, South Dakota 57625

Bankruptcy Case No.: 05-30027

Type of Business: The Debtor operates a university that offers
                  unique higher education opportunity for people
                  of all cultures. The Debtor is tribally
                  chartered by the Cheyenne River Sioux Tribe.
                  See http://www.sitanka.edu/

Chapter 11 Petition Date: April 9, 2005

Court: South Dakota (Central (Pierre))

Judge: Irvin N. Hoyt

Debtor's Counsel: Clair R. Gerry, Esq.
                  Laura L. Kulm Ask, Esq.
                  Stuart, Gerry & Schlimgen, Prof LLC
                  PO Box 966
                  Sioux Falls, South Dakota 57101-0966
                  Tel: (605) 336-6400
                  Fax: 605-336-6842

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revnue Service       Trade debt              $3,132,588
115 4th Avenue SE
Aberdeen, SD 57401

Huron University Foundation                             $414,000
333 - 9th Street SW
Huron, SD 57350-2798

Northwestern Communications   Trade debt                $259,136
Solutions
124 South 1st Street
Aberdeen, SD 57401

Dakota Phones                 Trade debt                 $70,894

Gunderson, Palmer, Goodsell   Trade debt                 $69,144

McLeod USA                    Trade debt                 $60,134

US Department Of Education                               $58,300

BISYS Plan Services           Trade debt                 $47,925

Stockman Kast Ryan &          Trade debt                 $45,120
Co., LLP

City Capital                  Trade debt                 $40,501

Fidelity Leasing, Inc.        Trade debt                 $40,450

Compaq                        Trade debt                 $38,917

Northern State University     Trade debt                 $34,791

Crossroads Hotel &            Trade debt                 $34,004
Convention Center

CRST Sales & Service          Trade debt                 $32,445

AAA Travel Agency             Trade debt                 $26,734

Lynn, Jackson, Shultz &                                  $25,000
Lebrun, PC

Skyways Huron Regional        Trade debt                 $20,889
Airport

Citicapital Corp.             Trade debt                 $14,048

SDN Communications            Trade debt                 $13,951


SINO-FOREST CORP: Appoints BDO McCabe Lo & Co. as Auditor
---------------------------------------------------------
Sino-Forest Corporation (TSX:TRE) has appointed BDO McCabe Lo &
Co. - an affiliate of BDO Dunwoody LLP and member of BDO
International - as the new auditor for the Company.  This decision
followed a comprehensive analysis of the evolving audit
environment regarding Canadian public companies whose primary
business assets and operations reside in foreign jurisdictions.

The retention of BDO followed a request for proposal process led
by the Company's audit committee. Ernst & Young Canada, the
Company's previous auditor, will be working with BDO to ensure a
smooth transition of the audit engagement.  EYC has issued an
audit report on the consolidated financial statements of the
Company for the year ended December 31, 2004.  There has been no
discovery of any accounting or other irregularities, which
prompted the change of auditors.

"We are looking forward to leveraging the resources of BDO's
international network to provide our shareholders with the highest
level of audit-related services," said Allan Chan, Chairman and
CEO of Sino-Forest.  "BDO will provide local resources in both
China and Hong Kong, as well as advisors in Canada, to ensure
compliance with the evolving requirements of the relevant
securities regulators, the TSX and the Canadian Public
Accountability Board."

                     About BDO International

BDO International is a worldwide network of public accounting
firms, called BDO Member Firms, serving international clients.
Each BDO Member Firm is an independent legal entity in its own
country.  In all, the 89 BDO Member Firms spanning 105 countries
employ over 25,000 professionals in 621 offices throughout Europe,
North and Southern Africa, North America & the Caribbean, Latin
America, the Middle East, and the Asia Pacific region.

                  About Sino-Forest Corporation

Sino-Forest Corporation (S&P, BB- Credit Rating, Stable Outlook,
July 28, 2004) is involved in the growing & harvesting of
eucalyptus, aspen and pine trees under long-term plantation
programs in Southern China.  The Company also manufactures,
distributes and sells forest products including logs, wood chips
and wood products.


SOLUTIA INC: Gets Court Okay to Assume Huntsman Agreements
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permitted Solutia, Inc., and debtor-affiliates to assume certain
Propylene and Cyclohexane Supply Agreements, as amended, with
Huntsman Petrochemical Corporation.  The agreements will provide
for a continuing supply of raw materials at certain of the
Debtors' facilities in Texas and Florida related to its nylon
business.


As reported in the Troubled Company Reporter on Jan. 28, 2005,
Solutia, Inc., utilizes a variety of raw components in its nylon
manufacturing business including propylene and cyclohexane.  With
respect to its nylon manufacturing operations in Texas, Solutia
and its predecessor-in-interest, Monsanto Company, entered into
agreements with Huntsman to provide it with propylene and
cyclohexane delivered to specified locations in Texas and Florida.
Huntsman is a large chemical supplier that produces, among other
things, over 2 billion pounds of propylene and maintains the
capacity to produce 90 million gallons of cyclohexane annually.
Solutia also has other contractual relationships with Huntsman
including other supply agreements and operating agreements
pursuant to which Huntsman is a guest operator at certain of
Solutia's manufacturing sites.

                        Propylene Agreement

Pursuant to the Chemical Grade Propylene Sales and Purchase
Agreement dated July 1, 1994, as amended on October 8, 1999,
Huntsman will deliver 260 to 300 million pounds of propylene
annually to Solutia.  The Propylene Agreement had an initial term
of three and one-half years and renewed automatically thereafter
unless either party gave 24 months' written notice of termination.
The Propylene Agreement also provided that Huntsman was to forward
its invoice at the end of each calendar month for all propylene
delivered during that month and then for credit terms of net 30
days from the date of invoice.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, related that the parties operated under the Propylene
Agreement without incident until 2003.  Beginning in June 2003,
Huntsman was insecure of Solutia's declining financial condition.
Huntsman made demands for "adequate assurances" of economic
performance from Solutia with respect to both the Propylene
Agreement and Cyclohexane Supply Agreement.  Solutia disputed
Huntsman's claims or that Huntsman was entitled to adequate
assurance.  However, to ensure uninterrupted supply of these
critical raw materials and to avoid business disruption, Solutia
had no alternative but to agree with Huntsman that it would, as a
temporary and voluntary allowance, limit its purchases of
propylene on credit to $1.5 million, with orders in excess of that
voluntary credit limit to be paid "cash in advance."  This
voluntary limit on credit purchases maintained propylene supply,
but nevertheless impeded Solutia's cash flow and strained its
nylon business operations.

As of the bankruptcy petition date, Solutia owed Huntsman
$1,098,403 for delivered propylene.  Since then, Huntsman has
continued to sell, and Solutia has continued to purchase,
propylene under the Propylene Agreement and the voluntary credit
limit.

In February 2004, Solutia reduced its need for propylene due to
changing market conditions and its termination of a purchase and
sale agreement with DuPont, under which Solutia previously
supplied to DuPont much of the propylene purchased from Huntsman.
Despite the reduced need, at then current market conditions,
Solutia believed it could still sell any excess propylene
delivered by Huntsman at a small profit.  However, a return to
normal credit arrangements was more valuable to Solutia than the
resale of excess propylene.  For this and other reasons, Solutia
and Huntsman entered into negotiations to amend the Propylene
Agreement that would reduce the maximum and minimum quantities of
propylene to be delivered by Huntsman and revise the credit terms
for propylene sales to be more favorable to Solutia.  These
negotiations were tied to negotiations regarding similar issues
with respect to the Cyclohexane Agreement.

Ms. Labovitz related that during the course of the negotiations, a
dispute arose among the parties regarding Huntsman's asserted
right to reduce the quantity of propylene delivered even in the
absence of a signed amendment.  For a time, negotiations regarding
that dispute reached an impasse and the parties anticipated
potential litigation, as well as an interruption in supply of the
full volume of propylene nominated by Solutia.  However, the
parties have now reached an agreement to modify and assume the
Propylene Agreement under Section 365 of the Bankruptcy Code,
thereby achieving many of Solutia's business objectives while
avoiding costly litigation and business disruption.

                        Propylene Amendment

The essential terms of the proposed amendment to the Propylene
Agreement are:

    a. The term will be extended from July 1, 1994, to
       December 31, 2007;

    b. The amount of propylene to be delivered under the contract
       will be decreased from between 260 to 300 million pounds
       annually to between 50 and 60 million pounds annually,
       effective as of April 1, 2004;

    c. Huntsman will not be obligated to deliver to Solutia during
       any calendar month a quantity of propylene in excess of
       1/11 of the annual maximum quantity of the agreement;

    d. The parties will waive all prepetition claims under the
       Propylene Agreement against the other, except for amounts
       that Solutia owes Huntsman for propylene invoices totaling
       $1,098,403 delivered to Solutia prior to December 17, 2003;

    e. Huntsman will remove the credit limit cap on propylene
       deliveries and return to payment terms of "net 30 days"
       from the date of Huntsman's invoice;

    f. The governing law for the Propylene Agreement will be
       changed from New York to Delaware; and

    g. Solutia will move to assume the Propylene Agreement as
       modified, with the Propylene Cure Amount due to be "paid"
       by effectuating an offset of mutual prepetition
       obligations.

                       Cyclohexane Agreement

Solutia and Huntsman are also parties to a Cyclohexane Supply
Agreement, dated November 27, 2000, and amended on June 17, 2002,
pursuant to which Huntsman agreed to sell to Solutia up to a
maximum of 42,000,000 gallons of cyclohexane annually, through an
initial term of December 31, 2004.  The Cyclohexane Agreement
contains an "evergreen clause," whereby the Agreement
automatically renews on a calendar year basis unless one party
delivers written notice of termination to the other party at least
one year in advance of the contemplated termination date.

As with the Propylene Agreement, beginning in June 2003, Huntsman
demanded adequate assurances of performance as to the Cyclohexane
Agreement.  As it did with respect to propylene, to avoid business
disruption, Solutia agreed to a series of prepetition voluntary
credit limits with Huntsman during this period.  Ultimately,
Solutia agreed to a $1.5 million maximum line of credit toward its
cyclohexane purchases from Huntsman, with "net 30-day" payment
terms for these purchases.

When it filed for bankruptcy, Solutia owed Huntsman $1,700,810 for
cyclohexane delivered and invoiced.  Since the Petition Date,
Huntsman has continued to sell, and Solutia has continued to
purchase, cyclohexane under the Cyclohexane Agreement.

In connection with negotiations regarding the Propylene Agreement,
Solutia and Huntsman have been actively negotiating an amendment
to the Cyclohexane Agreement for many months.  Among other things,
Solutia's willingness to reduce its contractual right to propylene
supply was contingent on a return to more favorable credit terms
on cyclohexane purchases and an extension of the termination date
of the Cyclohexane Agreement.

On November 23, 2004, Huntsman filed a motion to terminate the
Cyclohexane Agreement.  Solutia did not oppose that motion, as it
essentially preserved Huntsman's right to terminate the
Cyclohexane Agreement on December 31, 2005, pursuant to the
"evergreen clause."  The Court granted Huntsman's request on
December 7, 2004.

According to Ms. Labovitz, Solutia and Huntsman have now resolved
their differences and reached agreement as to a proposed second
amendment to the Cyclohexane Agreement, which provides for the
modification and assumption of the Cyclohexane Agreement under
Section 365.  The termination date of December 31, 2005, remains
and the parties still intend to negotiate a new contract beyond
that period based on different terms and conditions.  However, for
the remainder of the term of the existing Cyclohexane Agreement,
and pending these negotiations, the parties have reached important
agreements as to credit and other terms.

                       Cyclohexane Amendment

The essential terms of the proposed amendment to the Cyclohexane
Agreement are:

    a. Huntsman will extend Solutia's credit limit to $9 million
       on cyclohexane purchases;

    b. Payment terms will effectively be "net 30 days" from the
       date of shipment;

    c. Both Huntsman and Solutia will waive all claims under the
       Cyclohexane Agreement arising before December 17, 2003,
       except for amounts owed Huntsman by Solutia for cyclohexane
       invoices totaling $1,700,810 delivered to Solutia prior to
       that date;

    d. The credit language in the Cyclohexane Agreement, which
       previously gave Huntsman the right to require cash payment
       or satisfactory security if in its judgment Solutia's
       financial condition became "less than creditworthy," will
       be deleted;

    e. Solutia will move to assume the Cyclohexane Agreement as
       modified, with the Cyclohexane Cure Amount due to be "paid"
       by effectuating an offset of mutual prepetition
       obligations; and

    f. Although the current notice of termination of the
       Cyclohexane Agreement remains in effect, the parties are
       continuing to negotiate an extension of the Cyclohexane
       Agreement beyond December 31, 2005, when it is set to
       expire.

Ms. Labovitz pointed out that Solutia and Huntsman have reaffirmed
their solid working relationship and Solutia is assured of
continuity in two of its most important chemical supply contracts,
with the Propylene Agreement effective through 2007 and the
Cyclohexane Agreement in place currently through 2005.  With the
modified agreements in place and with the parties on good terms,
Solutia can focus on negotiating an extension to the Cyclohexane
Agreement with Huntsman without fear that its supply of propylene
and cyclohexane will be disrupted in the meantime, with favorable
credit terms in place and without the hindrances associated with
simultaneous negotiations of multiple agreements.

Solutia's liquidity also improves dramatically with the modified
agreements, Ms. Labovitz says.  Previously, tight credit limits of
$1.5 million each for propylene and cyclohexane purchases were
imposed on Solutia.  These limitations negatively impacted
Solutia's nylon business operations and limited Solutia's
available cash on hand.  With the previous credit limitations
eliminated, Solutia now has "net 30 day" terms on propylene and an
increase in its credit limit for cyclohexane purchases to
$9 million with effectively net 30-day terms.  As a result,
Solutia has been infused with a $10 million increase in liquidity
because of the modified agreements -- liquidity that Solutia
previously did not have because it was reserved for propylene and
cyclohexane purchases under the previous reduced credit limits.

                              Set-off

As of the Petition Date, among their many contractual
relationships, Solutia and Huntsman were parties to three guest
Operating Agreements concerning Huntsman's operations at Solutia's
John F. Queeny, Chocolate Bayou, and Pensacola facilities.
Pursuant to the Operating Agreements, Solutia provides among other
things services and utilities to Huntsman in connection with
Huntsman's operations at those facilities in exchange for a fee
payable by Huntsman to Solutia.  The parties dispute certain
invoices issued under the Operating Agreements, and certain issues
and disputes remain to be resolved as to those invoices.  However,
the parties have agreed that prepetition invoices from Solutia to
Huntsman totaling at least $4,223,940 are undisputed.

As a result of prepetition amounts owed to Huntsman by Solutia
under the Propylene, Cyclohexane and other existing contracts,
Huntsman has reserved the right to assert a set-off against the
Undisputed Operating Agreement Funds.  Solutia now seeks to use
the Undisputed Operating Agreement Funds as a non-cash source of
payment of the Propylene Cure Amount and the Cyclohexane Cure
Amount, by effectuating a set-off of the parties' mutual
prepetition obligations.

The cure payments will be accomplished through offset:

               Amounts Solutia owes Huntsman for
                    prepetition deliveries

           Propylene Cure Amount        $1,098,403
           Cyclohexane Cure Amount       1,700,810
                                        ----------
           Total                        $2,799,213

This amount will be applied against the invoices relating to
services provided by Solutia to Huntsman in connection with the
Operating Agreements:

               Amounts Huntsman owes Solutia under
                   the Operating Agreements

    Nov. 2003 JFQ Operating Agreement Invoice:        $237,037
    Nov. 2003 Bayou Operating Agreement Invoice:     1,745,242
    Nov. 2003 Pensacola Operating Agreement Invoice:   561,661
    Dec. 2003 Partial Pre-Filing Amount Pensacola:     255,273
                                                    ----------
    Total                                           $2,799,213

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)


SOUTHERN INVESTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southern Investors Service Company, Inc.
        2727 North Loop West, Suite 200
        Houston, Texas 77008

Bankruptcy Case No.: 05-35538

Type of Business: The Debtor manages residential developments and
                  office buildings that are owned by others.

Chapter 11 Petition Date: April 8, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Basil A Umari, Esq.
                  Andrews & Kurth
                  600 Travis, Suite 4200
                  Houston, Texas 77002
                  Tel: (713) 220-3831
                  Fax: (713) 238-7325

Total Assets: $2,377,000

Total Debts:  $8,607,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Federal Deposit Insurance     Loan                    $1,871,604
Corporation
Dallas, TE 75201-4586

John D. Weil                  Loan                    $1,467,954
200 North Broadway, Suite 825
St. Louis, MI 63102-2513

Snyder General Corporation    Promissory note           $371,823
P.O. Box 97330
Dallas, TE 75397

Scout Development             Promissory note           $172,104
Corporation

Mark S. Weil                  Loan                      $139,757

Roosevelt Bank                Loan                      $128,861

Paul K. Weil                  Loan                      $117,550

Richard K. Weil               Loan                      $110,496

Richard K. Weil, Jr.          Loan                       $70,530

Domestic Corporation          Promissory note            $64,996

ATCO Rubber Products          Promissory Note            $45,176

Mitchell Metal                Promissory note            $28,040

Chinook Industries, Inc.      Promissory note            $25,464

Honeywell, Inc.               Promissory note            $18,580

Cerro Copper Products         Promissory note            $18,220

Mark S. Weil Trustee for      Loan                       $16,457
Daniel D. Weil Trust

Reliable Metal                Promissory note            $11,992

John D. Well Custodian        Loan                       $11,755
Gideon J. Weil UGMA

John D. Weil Trustee          Loan                       $11,755
Victoria Weil UW
Florence Weil

John D. Weil Trustee          Loan                       $11,755
Gideon J. Weil UW


SPIEGEL INC: Court Modifies Trading Procedures to Preserve NOLs
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
modifies, on a final basis, the Existing NOL Notice Procedures by
lowering the threshold claim amount that triggers the obligation
to give notice to $61 million.

Any sale or other transfer in violation of the procedures set
forth in the request will be null and void ab initio as an act in
violation of the automatic stay prescribed in Sections 362 and
105(a) of the Bankruptcy Code, and may subject the attempted
acquirer and transferor to sanctions.

Any person will not be subject to the notice requirements to the
extent the applicable specified claims:

   (i) are acquired from a person owning an aggregate amount of
       Specified Claims that equals or exceed $61 million;

  (ii) were purchased, acquired or otherwise obtained by the
       Exempt Transferor after September 17, 2001; and

(iii) are not claims that arose in the ordinary course of the
       Debtors' business and at all times have been held by the
       exempt transferor.

James M. Brewster, Spiegel Inc.'s Senior Vice President and Chief
Financial Officer, relates that the Debtors' Plan of
Reorganization involves the issuance of common stock to certain
creditors in satisfaction, either in whole or in part, of their
indebtedness.  Consequently, the Debtors are likely to seek to
avail themselves of the special relief afforded by 26 U.S.C.
Section 382 for changes in ownership under the confirmed Plan.

According to Mr. Brewster, the existing NOL notice procedures are
triggered where the aggregate amount of specified claims equals
or exceeds $65 million, including principal and accrued interest
as of the Petition Date, that entity's prior ownership of
specified claims, and including purchases, acquisitions and other
transactions that would increase the ownership of specified
claims by an entity that owned $65 million or more of the
specified claims prior to the proposed transaction.  However,
because the Plan provides that Spiegel Holdings, Inc.'s unsecured
claims will receive no common stock in the reorganized entity and
because the Debtors have recently objected to other large claims
filed against them, it is now possible that a third party could
purchase sufficient debt that would result in that third party
receiving more than 5% of the equity in a reorganized entity, yet
not obligate that third party to provide notice to the Debtors of
that purchase.

"This would violate the spirit and intent of the Existing NOL
Notice Procedures and jeopardize the Debtors' NOL carryforwards
and tax basis," Mr. Brewster says.

The $65 million threshold established under the Existing NOL
Notice Procedures was calculated based on a universe of claims
that has been significantly reduced due to the recent
developments in the Debtors' cases.

Mr. Brewster explains that lowering the trigger amount will
facilitate the monitoring of certain transfers and a procedure to
impose sanctions on parties that fail to properly observe and
comply with those procedures.

Mirroring the approved NOL Notice Procedures, the modifications
provide that any attempted purchase, acquisition, sale or other
attempted transfer of ownership of specified claims and shares
that are subject to the notice requirements and that do not
comply with those requirements will be null and void ab initio.
The Debtors may also seek sanctions against any party that
violates the Court's orders.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ST. MARYS: Moody's Reviews B1 Ratings for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the long-term ratings of St.
Marys Cement Inc. on review for possible downgrade following the
company's announcement that it has entered into a $54 million
annual operating lease with an affiliate company to manage and
operate the Great Lakes region cement assets of Cemex S.A. de C.V.
recently purchased by St. Marys Brazilian parent, Votorantim, for
$389 million.  The review for possible downgrade is also prompted
by the company's lack of financial flexibility due to insufficient
headroom under tightening credit facility covenants, which creates
the potential for a covenant breach and adversely impacts the
company's liquidity.

Ratings placed on review include:

   * B1 -- senior implied;
   * B1 -- senior secured credit facilities due 2007 and 2009; and
   * B2 -- senior unsecured issuer rating.

Moody's review will focus on St. Marys significant increase in
financial leverage when capitalizing the operating lease for the
Great Lakes region cement assets and lower than expected 2004
operating income and free cash flow when the ratings were
originally assigned at the end of 2003.

Moody's is also concerned about the potential for a covenant
breach, particularly under the credit facility's leverage ratio
covenant, which as of the 1st quarter 2005 has stepped down to
3.0x debt-to-EBITDA from 3.5x at year-end 2004, when actual debt-
to-EBITDA was 2.98x.  In addition, the tight covenants could
adversely impact liquidity given the limited availability of its
credit revolver as the company enters an operating period when
seasonal working capital needs are the greatest.

St. Marys Cement, Inc., headquartered in Toronto, Ontario, is a
major supplier of cement, ready mix, and aggregates in the Great
Lakes region, with $380 million of revenue in 2004.


ST. MARYS: Assets Purchase Prompts S&P to Watch BB- Rating
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit rating and secured bank facility rating on cement
producer St. Marys Cement on CreditWatch with negative
implications.  The CreditWatch placement follows the company's
announcement that it has entered into an operating lease
arrangement with an affiliated company to operate assets that the
affiliate company recently purchased from Cemex SA de CV.

"The CreditWatch placement will allow us to conduct a full review
of the transaction by St. Marys, including the involvement of its
parent, Votorantim, and its implications for the credit ratings,"
said Standard & Poor's credit analyst Daniel Parker.  We intend to
meet with St. Marys' management in the next few weeks as part of
its review process.  The ratings on Toronto, Ontario-based St.
Marys Cement Inc. reflect its narrow geographic focus in the
mature Great Lakes market and position as a midsize producer
competing against much larger, diversified competitors.  The
weaknesses are partially offset by the company's competitive cost
position in cement production and distribution, and its moderate
debt levels.

With St. Marys' business concentrated in the Great Lakes market,
the company is highly vulnerable to any declines in the region's
economies.  The company has a competitive cement market share in
the overall region and a leading share in the Province of Ontario.
Furthermore, the company is integrated in ready-mix operations,
and has a good position in the key Greater Toronto Area (GTA).

St. Marys' financial performance in recent years has been
supported by record housing starts in North America, especially in
the GTA where the company's exposure to residential construction
has benefited from high immigration levels and a preference for
cement construction.  Demand has been robust and, in 2004, cement
prices were raised twice for the first time in 30 years.
Nevertheless, an overall gradual slowdown of the housing market is
expected.  Any drastic decline in residential construction in the
region coinciding with continued weakness in other construction
markets could result in a significant deterioration in St. Marys'
financial performance.

Unlike some of its larger competitors, St. Marys would not have
the flexibility to offset its regional dependence through other
geographic markets.  Also, because the company exports cement from
its Canadian plants to the U.S., the appreciation of the Canadian
dollar versus the U.S. dollar squeezes operating margins.

Standard & Poor's expects the continuing strength in residential
construction will benefit the company, although strong market
activity is partially offset by the appreciation of the Canadian
dollar.  The key to any ratings improvement will be the company's
ability to maintain credit measures over an extended period and in
the wake of a downturn across all construction markets.


STABLECHASE VENTURE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Stablechase Venture, Ltd.
        13504 Schroeder Road
        11123 Katy Fairway
        Houston, Texas 77079

Bankruptcy Case No.: 05-35231

Chapter 11 Petition Date: April 5, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: J. Craig Cowgill, Esq.
                  Cowgill & Holmes PLLC
                  2211 Norfolk, Suite 1190
                  Houston, Texas 77098
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284

Total Assets: $9,610,000

Total Debts:  $11,237,117

Debtor's 17 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Karpas Properties                                   $27,036
3355 W Alabama St Ste 1200
Houston, TX 77098-1722

Reliant Energy                                      $15,992
PO Box 650475
Dallas, TX 75265-0465

The Club Managers, LLC                              $15,000
11123 Katy Freeway
Houston, TX 77079

Houston Chronicle                                    $1,100

Hoelscher Weatherstrip Manufacturing                   $490

E. Olivares Cleaning Service                           $380

Gravitas Developement Solutions                        $307

American Patriot Industries                            $284

Apollo Sign & Flag                                     $220

Aqua Surface Inc.,                                     $155

Prestonwood Forest Utility District                    $140

Quill                                                  $129

Apartment Data Services, Inc.                          $110

PCM Masters                                             $45

R&B Carpet                                              $38

Harmon Homes                                            $14

Rae Fairfield                                            $1


STAR NAVIGATION: Raises $320,000 from Private Equity Placement
--------------------------------------------------------------
Star Navigation Systems Group Ltd. (TSX VENTURE:SNA) completed a
$320,000 non-brokered private placement at $0.10 per share.

The company issued 3.2 million units of Star Navigation Systems
Group Ltd. that include 1 common share and 1 purchase warrant
entitles the holder of the warrant to purchase 1 addition share of
Star at $0.15 per share.  The term of the warrant is two years.

Shares are restricted from trading pursuant to TSX Venture
Exchange regulations.

The TSX Venture Exchange has accepted filing for the above noted
private placement.

Proceeds of the financing are for general working capital
purposes.

Star Navigation Systems Group Ltd.'s flagship product 'ISMS' (TM)
not only enhances aviation safety and passenger comfort, it also
improves fleet resource management that dramatically minimizes
flight operating costs.  The 'ISMS' (TM) is the only comprehensive
decentralised system that provides fleet performance awareness to
the aircraft operator globally using the Internet.  It is the only
system that exists today to trend the performance of the aircraft
and predict the possibilities of occurrences of incidents in real
time while dramatically reducing costs for the operator.

Star Navigation's flagship product, the 'ISMS' (TM) is the first
system in the world to offer a real-time connection between an
airplane and ground while analyzing and monitoring all on-board
systems as the aircraft is in flight.  Both the FAA and Transport
Canada have certified The ISMS (TM) product.

In January 2002, Star Navigation engaged an independent Valuator
who placed the Company's technology in excess of $50 million based
upon its business plan.

As of December 31, Star Navigation's stockholders deficit widened
to $2,389,570 from a $1,490,916 stockholders deficit at June 30,
2004.


STELCO INC: Earns $65 Million of Net Income in 2004
---------------------------------------------------
Stelco Inc. (TSX:STE) released its 2004 Audited Consolidated
Financial Statements together with Management's Discussion and
Analysis which outlines the Corporation's financial results and
condition.  The Corporation also released its Annual Information
Form.

For the year ended December 31, 2004, Stelco reported net earnings
of $65 million compared with a restated net loss of $564 million
for the year ended December 31, 2003.

In respect of the fourth quarter of 2004, net earnings were
$1 million on production of 1,329,000 semi-finished tons and
shipments of 1,156,000 tons.  This compares to the fourth quarter
2003 restated net loss of $395 million, which reported the same
level of production and had shipments of 1,273,000 tons.

In the fourth quarter of 2004 the Corporation recorded an
$18 million pre-tax charge to write off the carrying value of
property, plant and equipment of Stelwire and Stelpipe as well as
a $10 million future income tax valuation allowance.  In the
fourth quarter of 2003 the Corporation recorded an $87 million
pre-tax charge to write off the remaining book value of the plate
mill assets and a $304 million future income tax valuation
allowance.

In early March, the Corporation estimated fourth quarter operating
earnings to be in the range of $45 million to $50 million prior to
possible other adjustments that might be required as the
statements were being finalized.  Reported operating earnings
were $29 million, with the difference being the aforementioned
$18 million write off.  Operating earnings is a non-generally
accepted accounting principles financial measure.

As a result of an accounting policy change in 2004 related to
asset retirement obligations the 2003 financial statements have
been restated as necessary to make them comparative to 2004.  This
change had a relatively minor impact on net earnings/losses in
each year.

Cash generation for the year 2004 amounted to $19 million compared
to cash usage of $114 million in 2003. The Corporation's net
short-term debt decreased from $192 million as at December 31,
2003 to $173 million as at December 31, 2004.  Major elements of
the 2004 cash generation included:

    -  $360 million generation from cash earnings before working
       capital changes.

    -  $251 million usage of cash through changes in working
       capital.

    -  $54 million usage for capital expenditures.

    -  $32 million usage for reduction of long-term debt not
       subject to compromise.

On December 31, 2004, net liquidity (generally, cash and cash
equivalents plus available lines of credit, less lines of
credit drawn down) was $287 million on a consolidated basis and
$237 million for the CCAA Applicants.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "While our cash and financial positions have obviously
improved during the past year, we had hoped for a more positive
fourth quarter.  As we indicated on March 8, 2005, the results for
that period were adversely affected by repair and maintenance
activity, the resulting impact on output and productivity, and the
increased cost of such raw materials as coke, coal and scrap.
Looking ahead, we anticipate a positive year in 2005 in terms of
operating earnings and steel prices.  As a consequence the Company
is reaffirming its 2005 guidance issued on March 8, 2005.  We
remain focused on achieving the successful conclusion of our
Court-supervised restructuring process in the coming months."

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


TCW GLOBAL: Fitch Rates $27 Million Floating-Rate Notes at BB
-------------------------------------------------------------
Fitch Ratings has issued a report for TCW's Global Project Fund
II, which consists of various debt tranches and an expected total
of $700 million.  The fund originally closed in June of 2004. GPF
II is a securitization of global project finance loans.

Investment guidelines allow the majority of assets to be senior
secured obligations from emerging markets.  The mature fund is
expected to hold approximately 25 assets.  To balance the fund's
limited diversity, there are very specific investment criteria
placing limitations on exposures at various levels, including
obligor, country, region, industry, project rating, and class of
debt.  Fitch will perform shadow ratings on all underlying assets
prior to their inclusion in the fund and will monitor the assets
on an ongoing basis.

The ratings are supported by levels of subordination and equity
sufficient to cover expected defaults.

Fitch rates the issuance:

     -- $330 million revolving senior notes 'AAA';
     -- $70 million class A1 floating-rate notes 'AAA';
     -- $64 million class A2A floating-rate notes 'AA';
     -- $6 million class A2B fixed-rate notes 'AA';
     -- $61 million class B1 floating-rate notes 'A';
     -- $14 million class B2 fixed-rate notes 'A';
     -- $33 million class C floating-rate notes 'BBB';
     -- $27 million class D floating-rate notes 'BB'.

TCW Asset Management Company will serve as the portfolio manager.
The majority of investments are expected in the energy, oil and
gas, and infrastructure project finance sectors.  TCW has a 22
year track record across 10 prior funds and approximately $3.8
billion of committed capital in project and energy finance.

A copy of the report is available on the Fitch Ratings web site at
http://www.fitchratings.com/


THAXTON GROUP: Wants Until June 8 to Remove Civil Actions
---------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which the Debtors may file notices of removal of related
proceedings to June 8, 2005.

As of the bankruptcy petition date, the Debtors were party to a
myriad of civil actions and proceedings in a variety of fora.
Also, the Debtors have divested certain business divisions but
still continue to operate their Southern Management consumer
lending businesses.

At present, the Debtors have no adequate opportunity to determine
whether to remove any Prepetition Actions.  The Debtors' key
management personnel have focused on the negotiation and
preparation of a plan of reorganization for the Southern business.

Moreover, the Debtors have devoted substantial resources to
marketing and selling their underperforming and non-core business
units.  The Debtors have consummated the sales of:

   -- substantially all of TICO consumer loan portfolios,
   -- their insurance agency business, and
   -- their commercial lending division.

For these reasons, the Debtors were not able to make an informed
decision regarding the removal of any claims, proceedings or civil
causes of action.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  The Debtors
are represented by Michael G. Busenkell, Esq., and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht & Tunnell.  When the
Debtors filed for protection from their creditors, they listed
$206 million in assets and $242 million in debts.


TIGER BRAND: Steelworkers Union Slams Court's Sale Approval Order
-----------------------------------------------------------------
United Steelworkers Ontario/Atlantic Director Wayne Fraser is
calling for immediate changes to Canada's bankruptcy laws after a
decision on April 11 by Ontario Superior Court Justice Colin
Campbell approved the sale of Cambridge-based Tiger Brand Knitting
Company Ltd. to a numbered company, which will close the plant and
move clothing production to China.

"There's something fundamentally wrong with the process when the
rights of ordinary people can be ignored by the greedy money
lenders," said Mr. Fraser.  "The judge ignored another offer that
would have kept the plant operating and people working because of
procedural technicalities.  Instead, GMAC Commercial Finance
Corporation, Tiger Brand's principle secured creditor, will walk
away with better than 90-cents on a dollar of what they are owed.
And the former owners have secured management positions for
themselves in the new company.  Our members are left without a
job, a source of income, termination pay and severance pay.

"A private member's bill has been introduced that would change the
current imbalance and put workers' interests ahead of big banks
and well-financed creditors in proceedings surrounding bankruptcy
and restructuring," said Mr. Fraser.  "It must become a public
policy priority to minimize the economic impact of bankruptcy on
the workers caught up in them. Workers should be first on the list
to recover their lost wages and income from the assets of a
bankrupt employer, instead of the last.

"With the loss of more than 300 jobs from the local economy,
hopefully Cambridge's Conservative MP Gary Goodyear will get
behind the bill and offer his constituents some support."

The union has opened Transitions Action Centre for TBK Employees
in Cambridge (7 Grand Ave.) to assist employees in finding other
work.

Tiger Brand employees are members of the Steelworkers' Local 862.
The company has operated in Canada for over 120 years. Employees
work in the knitting, cutting, sewing and dyeing facilities.

Tiger Brand Knitting (Canada) is a canadian 100% cotton fleece
manufacturer | Canadian fleece manufacturer, Canadian cotton
manufacturer, 100% cotton fleece manufacturer Canada.  The company
has been under bankruptcy protection through the Companies'
Creditors Arrangement Act since September 2004.


TOWER AUTOMOTIVE: Committee Hires Houlihan Lokey as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Tower Automotive
Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York for authority to retain Houlihan
Lokey Howard & Zukin Capital, as financial advisor, nunc pro tunc
to February 14, 2005.  Houlihan Lokey will assist the Committee in
the critical tasks associated with analyzing and implementing
critical restructuring alternatives throughout the Debtors'
reorganization efforts.

Christian S. Reddy, a member of Quantum Partners LDC, solely in
its capacity as Chair of the Committee, informs Judge Gropper
that Houlihan Lokey is well-qualified to serve as the Committee's
financial advisor because the firm has already, in the past,
provided critical services to the Committee, including reviewing
extensive operating information, negotiating the terms of an
annual incentive plan and key employee retention plan with the
Debtors' management and professionals, analyzing various issues
confronting the Debtors and communicating with the Committee
regarding these matters.

As financial advisor, Houlihan Lokey will:

   (a) evaluate the Debtors' assets and liabilities;

   (b) analyze and review the Debtors' financial and
       operating statements;

   (c) analyze the Debtors' business plans and forecasts;

   (d) evaluate all aspects of the Debtors' DIP financing, cash
       collateral usage and adequate protection and any exit
       financing in connection with any plan of reorganization
       and any related budgets;

   (e) assist the Committee in identifying potential alternative
       sources of liquidity;

   (f) provide specific valuation or other financial analyses as
       the Committee may require in connection with the Debtors'
       Chapter 11 cases;

   (g) help with the claims resolution process and any related
       distributions;

   (h) represent the Committee in negotiations with the Debtors
       and third parties;

   (i) prepare, analyze and explain any reorganization plan to
       various constituencies;

   (j) provide testimony in Court on the Committee's behalf, if
       necessary; and

   (k) assess the financial issues and options concerning the
       sale of the Debtors' assets or the Debtors, either
       in whole or in part, and the Debtors' plan or plans of
       reorganization or any other plan of reorganization.

As compensation for Houlihan Lokey's Services, it will receive:

    -- a Monthly Fee of $150,000;

    -- an additional fee equal to 0.75% of the aggregate value
       received by unsecured creditors after consummation of a
       Transaction, payable in cash, or at the option of the
       Committee, in the same consideration received by the
       unsecured creditors, including, but not limited to, all
       related rights, options and contractual benefits; and

    -- reimbursement of all reasonable out-of-pocket expenses.

P. Eric Siegert, a member of Houlihan Lokey, assures the Court
that the firm:

   (i) does not represent any of the Debtors' creditors or other
       parties-in-interest in the Debtors' cases, or their
       attorneys or accountants, in any matter, which is adverse
       to any of the Debtors' interests;

  (ii) is a "disinterested person." as defined in Section 101(14)
       of the Bankruptcy Code; and

(iii) does not hold any interest adverse to any of the Debtors
       or their estates in the matters on which the firm is to be
       engaged.

                          *     *     *

Judge Gropper approves the Committee's Application on an interim
basis.  Until the retention of Houlihan Lokey is approved on a
final basis, the firm will only receive monthly compensation,
plus reimbursement of its reasonable out-of-pocket expenses.

If a party files an objection to the Committee's Application, the
Court will hold a hearing at 11:00 a.m. (prevailing Eastern Time)
on June 14, 2005, to consider the merits of that objection.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Until Sept. 30 to Decide on Leases
---------------------------------------------------------
Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
informs the U.S Bankruptcy Court for the Southern District of New
York that Tower Automotive Inc. and its debtor-affiliates are
party to over 20 facility lease agreements, including leases for
office space locations and key production centers.  These Leased
Facilities, which include many of the Debtors' primary production
facilities, factor heavily into the Debtors' ongoing operational
restructuring.

Mr. Cantor asks the Court to extend the Debtors deadline to assume
or reject unexpired nonresidential real property leases through
and including September 30, 2005.

Section 365(d)(4) of the Bankruptcy Code provides, in pertinent
part, "if the trustee does not assume or reject an unexpired
lease of nonresidential real property under which the debtor is a
lessee within 60 days after the date of the order for relief, or
within such additional time as the court, for cause, within such
60-day period, fixes, then such lease is deemed rejected, and the
trustee shall immediately surrender such nonresidential real
property to the lessor."

Mr. Cantor tells the Court that evaluation of the Unexpired
Leases requires the Debtors to devote considerable time and
effort to carefully review the merits of each Unexpired Lease.
"The Debtors have begun evaluating the economics of the Unexpired
Leases to determine whether the assumption or rejection of each
of the Unexpired Leases would inure to the benefit of their
estates.  The Debtors' decision to assume or reject the Unexpired
Lease also will depend upon, among other things, the Debtors'
review of their overall businesses and an analysis of each
location and purpose.  Due to the complexity of the Debtors'
business operations, the Debtors' analysis of the Unexpired
Leases will take a considerable amount of time."

Mr. Cantor points out that the Unexpired Leases are important
assets of the Debtors' estates in that the decision to assume or
reject them would be central to any plan of reorganization.  The
Debtors, Mr. Cantor adds, have not had enough time to
intelligently appraise the value of each Unexpired Lease to a
plan of reorganization on a going-forward basis.

"If the Debtors are forced to prematurely assume the Unexpired
Leases, it would result in the Debtors being required to cure
significant prepetition claims and the elevation of lessor claims
to administrative expense status prior to confirmation of a plan.
In addition, if the Debtors precipitously reject the Unexpired
Leases or are deemed to reject the Unexpired Lease by operation
of section 365(d)(4) of the Bankruptcy Code, they may forgo
significant value in such Unexpired Leases, thereby resulting in
the loss of valuable property interests that may be essential to
the Debtors' reorganization," Mr. Cantor explains.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Hatto Acquires 1,000 Shares Of Common Stock
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Christopher Hatto, Tower Automotive, Inc.'s Chief
Accounting Officer, discloses his acquisition of 1,000 shares of
the company's common stock, par value $0.236 per share.

Mr. Hatto beneficially owns 1,200 shares of Tower common stock,
subject to vesting on May 20, 2007.

At November 2, 2004, Tower had 58,480,908 shares of common stock
outstanding.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRANSMETA CORP: Auditors Express Going Concern Uncertainty
----------------------------------------------------------
Transmeta Corporation's (Nasdaq:TMTA) Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2004, filed with the Securities
and Exchange Commission, included an audit report containing a
going concern qualification relating to the Company's 2004
financial statements.

The Company historically reported negative cash flows from
operations because the gross profit, if any, generated from its
product revenues and its license and service revenues has not been
sufficient to cover its operating cash requirements.  Since
inception in 1995 through the end of fiscal year 2004, Transmeta
incurred a cumulative loss aggregating $649.4 million, which
included net losses of $106.8 million in fiscal 2004,
$87.6 million in fiscal 2003 and $110.0 million in fiscal 2002,
which losses have reduced stockholders' equity to $58.0 million at
December 31, 2004.

                      Going Concern Doubt

"[T]he Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going
concern," ERNST & YOUNG LLP says in its audit report dated
March 25, 2005, addressed to the company's Board of Directors and
Stockholders.

At Dec. 31, 2004, the Company had $53.7 million in cash, cash
equivalents and short-term investments compared to $120.8 million
and $129.5 million at December 31, 2003 and December 31, 2002,
respectively.

The Company believes that its existing cash and cash equivalents
and short-term investment balances and cash from operations would
not be sufficient to fund its operations.

                   Strategic Restructuring Plan

Transmeta disclosed its anticipated strategic restructuring plan.
The Company has aligned its operations with the business prospects
that it has firmly identified.  Concurrently, Arthur L. Swift, who
has served as Transmeta's Senior Vice President of Marketing, has
been named as President and Chief Executive Officer.  Mr. Swift
has also been elected to the Company's Board of Directors,
replacing Dr. Matthew R. Perry, Transmeta's departing President
and CEO.

"We are delighted to have someone of Art Swift's experience and
many accomplishments leading Transmeta's future growth both by
leveraging our outstanding design and development capabilities and
by building Transmeta's licensing and service business," said
Murray A. Goldman, Chairman of Transmeta's Board of Directors.  "I
also want to thank Matt Perry for his leadership and his many
efforts to diversify our business model over the last three years.
During this time, Transmeta has designed innovative microprocessor
products for diverse computing platforms, developed and
demonstrated some groundbreaking new semiconductor technologies,
and laid the foundation for our new business model by achieving
some significant licensing agreements.  Matt personally recruited
Art to join Transmeta two years ago, and we anticipate a
constructive transition as Art assumes the leadership of the
company."

After a critical evaluation of its business opportunities and
competitive conditions in the market for x86-compatible
microprocessors, Transmeta has decided to focus its ongoing
efforts on licensing its advanced technologies and intellectual
property, engaging in synergistic engineering services
opportunities and continuing its product business on a modified
basis.

To date, Transmeta has signed three licensing agreements for its
proprietary LongRun2 power management technologies -- with NEC
Electronics, Fujitsu Limited and Sony Corporation.  Transmeta is
also actively engaged in discussions with other industry leaders,
not only regarding the Company's LongRun2 technologies, but also
its microprocessor design and development capabilities.

                       Sony Group Alliance

The Company entered into a strategic alliance with Sony Group,
under which Transmeta will provide engineering services to Sony
Group to accelerate and expand Sony's adoption of LongRun2, and to
engage in strategic technology collaboration in other engineering
areas.  Under this agreement, Transmeta will provide and be
compensated for the services of more than 100 of its engineers,
significantly increasing and strengthening the relationship
between the two companies and providing an additional services
revenue stream to Transmeta.

As part of its strategic restructuring, Transmeta has also
modified its product business to focus on those customer
opportunities and product models that are economically
advantageous for the Company.  Accordingly, the Company plans to
provide customers with its Crusoe and 130nm Efficeon processors on
an end-of-life basis only, and to continue to manufacture select
models of its 90nm Efficeon processor for critical customers under
modified terms and conditions.

"The cornerstone of Transmeta's reputation has always been its
innovative technologies, intellectual property and the talent of
its employee base," said Art Swift, President and CEO.  "We feel
confident that our strategic direction and the decisions we have
already made will have an immediate positive impact on our
financial position."

In order to better align Transmeta's operations with its current
business prospects the Company today reduced its workforce by 67
employees worldwide.  "On behalf of the Board of Directors and
management team, I would like to thank these employees for their
many valuable contributions at Transmeta," added Mr. Swift.

Following its reduction in headcount, the Company will have 208
employees worldwide.  The Company expects to record a
restructuring charge of approximately $6.0 million for severance,
termination and other costs in the first quarter ended March 31,
2005.  The Company also expects to report approximately
$38 million in cash, cash equivalents and short-term investments
as of March 31, 2005.

"For the first quarter of 2005, we expect to report negative cash
flow of $16 million including some of the restructuring-related
costs.  Our first objective will be to reduce our negative cash
flow run rate to $5 million per quarter or less within the next
one or two quarters," said Mark R. Kent, Transmeta's Chief
Financial Officer.  "We believe that our ongoing efforts on
licensing and strategic collaborations, combined with careful
expense management, provide us with sufficient liquidity to
successfully execute on our growth strategies."

                  About Transmeta Corporation

Transmeta Corporation -- http://www.transmeta.com/-- develops and
licenses innovative computing, microprocessor and semiconductor
technologies and related intellectual property. Founded in 1995,
Transmeta first became known for designing, developing and selling
its highly efficient x86-compatible software-based
microprocessors, which deliver a balance of low power consumption,
high performance, low cost and small size suited for diverse
computing platforms. Transmeta also develops and licenses advanced
power management technologies for controlling transistor leakage
and increasing power efficiency in semiconductor and computing
devices.


UAL CORPORATION: Bankruptcy Court Approves Boeing Settlement Pact
-----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
UAL Corporation and its debtor-affiliates have a long-standing and
extensive business relationship with The Boeing Company.  This
relationship is reflected in numerous contractual agreements for
Boeing Aircraft and related goods and services.  Boeing has been a
major supplier of aircraft to the Debtors since the early days of
aviation and currently provides more than two-thirds of the
Debtors' fleet.  As a result, the Debtors purchase Boeing
equipment and spare parts on a daily basis.

In 1990, the parties entered into a Purchase Agreement, whereby
the Debtors were obligated to buy 34 Boeing 777-222s, to be
delivered on staggered dates from 1995 through 1998.  The
Purchase Agreement was supplemented and amended a number of times
over the years to change delivery terms, pricing and other
variables.  For example, in November 1998, the parties entered
into Supplemental Agreement No. 7, which enabled the Debtors to
order additional aircraft, including one Block C "B" Market
Aircraft, Boeing Model 777-222, scheduled for delivery in May
2002.  The list price for that Aircraft was $186,437,000.  The
Debtors advanced $44,953,200 to Boeing.  In 2001, the Debtors
asked Boeing to defer delivery of that Aircraft.

The Debtors no longer want to buy the Aircraft.  Boeing has
agreed to release the Debtors from the obligation to purchase the
Aircraft.  Boeing will walk away from the significant damages
claims from the Debtors' failure to purchase the Aircraft.

The Debtors and Boeing have several other outstanding disputes
arising from various contractual arrangements.  Boeing maintained
that the advance payments secured or offset the Debtors'
obligations for these other disputes.  The Debtors argued
otherwise, but had no recourse to the Advance Payments, which had
already been made.  Thus, it appeared the Debtors would lose all
economic benefit from the Advance Payments.  However, pursuant to
a settlement, Boeing has agreed to resolve these disputes.
Boeing will convert $14,000,000 of the Advance Payments to
credits for the Debtors in settlement and release of the claims.
Boeing will issue credit memoranda for the balance of the Advance
Payments, equal to $30,900,000, that the Debtors will apply to
future purchases of Boeing goods and services.

Mr. Sprayregen states that the Court should approve the
Settlement because it will relieve the Debtors of the obligation
to purchase an Aircraft that is no longer needed at a price that
is in excess of the current market value.  At the same time, the
Settlement will continue the support services provided by Boeing
that are critical to the Debtors' operations.

The Purchase Agreement and the Settlement contain sensitive
information that is proprietary to Boeing and subject to
confidentiality agreements.

                          *     *     *

Judge Wedoff approves the stipulation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  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. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Can Walk Away from Three Boeing Aircraft Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave UAL Corporation and its debtor-affiliates permission to
abandon three Boeing 737-522 Aircraft and Engines bearing Tail
Nos. N916UA, N917UA and N920UA.  U.S. Bank is the Security Trustee
for all three Aircraft, which are currently parked at Timco
Aviation Services in Goodyear, Arizona.

The Debtors will provide the Security Trustee with a bill of sale
or lease termination statement to file with the Federal Aviation
Administration.  The Security Trustee will be responsible for all
associated costs.

As reported in the Troubled Company Reporter on March 21, 2005,
the Debtors need to maximize their fleet utility at the lowest
possible cost.  James H.M. Sprayregen, Esq., at Kirkland &
Ellis, reports that the Debtors analyzed several aircraft
financings and considered the financing structure and related
equipment in light of the projected demand for air travel, flight
schedules, maintenance requirements, labor costs and other
business factors.

The Debtors own the Aircraft and Engines.  The Debtors financed
the Aircraft and Engines through the issuance of Notes.  The
Aircraft and Engines secure the Notes.  After careful review, the
Debtors determined that these Aircraft and related Engines are
burdensome to their estates.  The financing terms exceed the
current market value and the payment obligations far outweigh the
benefits that the Debtors receive from using the Aircraft.

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)


ULTIMATE ELECTRONICS: Walks Away from N. Broadway Lease in Denver
-----------------------------------------------------------------
Ultimate Electronics, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to reject an unexpired lease of a nonresidential real
property, nunc pro tunc to March 31, 2005.

The Debtors walked away from a burdensome nonresidential real
property lease entered into with First Residential, L.P., the
landlord of the property located at 5977-5995 North Broadway in
Denver, Colorado.  The Debtors requested that any personal
property of the Debtors, including furniture, fixtures & equipment
remaining in the property after March 31, 2005, will be deemed
abandoned.  The Landlord will be entitled to remove or dispose
such property in its discretion.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


WAKE PLUMBING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wake Plumbing Company, Inc.
        155 Wilkenson Avenue
        Cary, North Carolina 27513

Bankruptcy Case No.: 05-01420

Type of Business: The Debtor operates as a plumbing contractor.

Chapter 11 Petition Date: April 12, 2005

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, North Carolina 28563
                  Tel: 252-633-2700
                  Fax: 252-633-9600

Estimated Assets: $0 to $50,000

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      All property of           $987,576
Insolvency Support Svc        Debtor
320 Federal Place, Rm 335
Greensboro, NC 27401

Murray Supply Company                                   $128,345
Attn: Managing Agent
PO Box 15023
Winston Salem, NC 27113

FCCI                                                     $81,623
ATTN: MANAGING AGENT
6300 University Pkwy
Sarasota, FL 342408424

Boatwright Distribution and                              $56,613
Supply
ATTN: MANAGING AGENT
1406 Smith Reno Rd.
Raleigh, NC 27603

Travelers Insurance                                      $29,619
ATTN: MANAGING AGENT
Specialty Remittance Center
Hartford, CT 06183

Bankcard Services                                        $17,000
ATTN: MANAGING AGENT
PO Box 1846
Durham, NC 27702

United Rentals                                           $14,667
ATTN: MANAGING AGENT
110 Litho Way
Durham, NC 27703

Guard Insurance Group                                     $9,122
ATTN: MANAGING AGENT
PO Box 41688
Philadelphia, PA 19101

Bass Nixon & Kennedy, Inc.                                $8,004
ATTN: MANAGING AGENT
6310 Chape Hill Road, Ste 250
Raleigh, NC 27607

Sunbelt Rentals                                           $7,949
ATTN: MANAGING AGENT
PO Box 409211
Atlanta, GA 30384

Specialty Products & Insulation                           $6,778
PO Box 7777
Philadelphia, PA 19175

National Welders Supply                                   $4,498
ATTN: MANAGING AGENT
PO Box 34513
Charlotte, NC 28234

Ferguson Enterprises, Inc.                                $4,433
ATTN: MANAGING AGENT
2700A
Yonkers Road
Raleigh, NC 27604

Tradesman International                                   $3,844
ATTN: MANAGING AGENT
700 Blue Ridge Rd, Suite 105
Raleigh, NC 27606

Moveable Cubicle                                          $2,606
ATTN: MANAGING AGENT
PO Box 550
Youngsville, NC 27596

Hertz Equipment Rental                                    $2,530
ATTN: MANAGING AGENT
2016 Lufkin Road
Apex, NC 27502

Nextel                                                    $2,219
ATTN: MANAGING AGENT
PO Box 70822
Charlotte, NC 28272

Mobile Mini, Inc.                                         $1,942
ATTN: MANAGING AGENT
PO Box 79149
Phoenix, AZ 85062

Gregory Poole                                             $1,718
ATTN: MANAGING AGENT
PO Box 60457
Charlotte, NC 28260

Neff Rental, Inc.                                         $1,260
ATTN: MANAGING AGENT
PO Box 538194
Atlanta, GA 30353


WILLIAM M. CHAIRES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: William M. Chaires
        5 Loudon Lane
        Annapolis, Maryland 21401

Bankruptcy Case No.: 05-18378

Chapter 11 Petition Date: April 11, 2005

Court: District of Maryland (Baltimore)

Debtor's Counsel: Angela Sheehan, Esq.
                  Wellens Law Firm
                  540 Baltimore-Annapolis Boulevard, Suite 2
                  Severna Park, Maryland 21146
                  Tel: (410) 647-1493

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Less than $50,000

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


WINN-DIXIE: S.D.N.Y. Bankr. Court Moves Ch. 11 Cases to M.D. Fla.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has agreed to transfer the Chapter 11 cases of Winn-Dixie Stores,
Inc., and its debtor-affiliates to the Jacksonville Division of
the Middle District of Florida.

In a ruling, Judge Robert D. Drain ordered that the Winn-Dixie
proceedings be moved to Jacksonville following an orderly
transition.  Winn-Dixie does not expect that this transition will
significantly delay or otherwise materially affect its
reorganization proceedings.

The Court's ruling followed a hearing at which a number of
creditors argued in favor of moving the case to Jacksonville,
while a number of others -- including the official committee of
unsecured creditors -- argued in favor of having the case remain
in New York.  Winn-Dixie had requested that the Court transfer its
case to Jacksonville after determining that this matter was
threatening to disrupt the Company's Chapter 11 proceedings.

In his ruling, Judge Drain noted that the record of the court
hearing demonstrated that Winn-Dixie's initial decision to file
its case in New York was made "entirely in good faith" and,
contrary to reports suggesting otherwise, was "not an attempt to
hide anything" from creditors or other parties nor an attempt to
obtain favorable treatment from the Court.

Jay Skelton, Chairman of the Winn-Dixie Board of Directors, said,
"We are pleased that the Court has agreed to transfer Winn-Dixie's
Chapter 11 case to our hometown of Jacksonville and, by doing so,
has resolved a matter that was becoming an unnecessary distraction
for the Company and its creditors.  T[he] Court ruling confirms
our strong belief that we have acted appropriately, legally and in
good faith throughout this matter.  Now that this issue has been
decided, we are confident all parties involved in Winn-Dixie's
Chapter 11 proceedings will move forward in a spirit of
cooperation and a renewed focus on achieving a successful
reorganization."

A judge and case number have not yet been assigned to the Winn-
Dixie case by the Bankruptcy Court in Jacksonville.  Winn-Dixie
will post this information on its Web site, http://www.winn-
dixie.com/ once it is available.

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)


WINSTAR COMMS: Trustee Wants $3 Mil. Judgment Against Wellspring
----------------------------------------------------------------
Before filing for bankruptcy protection, Winstar New Media
Company, Inc., a  Winstar Communications, Inc., debtor-affiliate,
owned all of the issued and outstanding stock of Winstar TV and
Video, Inc., and the membership unit of Winstar Productions LLC.
Both companies were in the business of producing, distributing and
releasing film and television programs throughout the world.

Shortly after the Petition Date, the Debtors determined that it
was in their best interest to sell the Winstar TV and Winstar
Productions businesses.  In July 2001, Winstar New Media, Winstar
TV, Winstar Productions and Regulus International Capital Co.,
Inc. executed an Agreement and Plan of Organization, wherein:

   -- Winstar TV agreed to merge into Regulus; and

   -- Regulus agreed to purchase the membership unit of Winstar
      Productions.

The Agreement specifically provides that on the closing date of
the transaction, all shares of Winstar TV common stock will be
cancelled and the membership unit of Winstar Productions will be
transferred to Regulus in exchange for either of two payment
options:

   * Option A:  The right to receive $2,500,000 in cash and a
     $2,000,000 promissory note from Regulus to Winstar New Media
     on the closing date.  The promissory note will bear an 8%
     interest, compounded quarterly and will have a $500,000
     payment due on March 1, 2002, with the balance of principal
     and interest due two years from the closing date; or

   * Option B:  The right to receive $2,000,000 in cash and a
     $3,000,000 promissory note from Regulus to Winstar New Media
     on the closing date.  The note will bear 8% interest,
     compounded quarterly, and will have a $750,000 payment due
     on March 1, 2002, with the balance of principal and interest
     due two years from the closing date.

In August 2001, the U.S. Bankruptcy Court for the District of
Delaware approved the Regulus Agreement, including the break-up
fee and expense reimbursement.  At the closing date on September
5, 2001, Regulus paid Winstar New Media $2 million and delivered a
$3 million promissory note.  Subsequent to the closing date,
Regulus changed its name to Wellspring Media, Inc.

In October 2001, the Debtors defaulted on their postpetition
financing and the lenders refused to extend any further credit.
As a result, the Debtors were compelled to sell their remaining
assets.

Subsequently, Wellspring breached the Promissory Note.  Sheldon
K. Rennie, Esq., at Fox Rothschild LLP, in Wilmington, Delaware,
informs the Court that Wellspring failed and continues to refuse
to make:

   * the $750,000 payment due on March 1, 2002; and

   * the final payment in the full amount of all principal and
     interest due on July 31, 2003.

Against this backdrop, Christine C. Shubert, the Chapter 7
Trustee overseeing the liquidation of Winstar Communications,
Inc.'s estates, asks the Court for judgment against Wellspring in
an amount in excess of $3,000,000.

Mr. Rennie asserts that at least $3 million currently in
Wellspring's possession constitutes property of the Debtors'
estate.  Under Section 542 of the Bankruptcy Code, Wellspring is
required to turnover the amount to the Trustee.

Mr. Rennie also contends that Wellspring is culpable of unjust
enrichment.  Wellspring wrongfully secured a benefit from the
Debtors and their estates without paying for it.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.  (Winstar
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINSTAR COMMS: Ch. 7 Trustee Files Report on Adversary Proceedings
------------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee overseeing the
liquidation of the estates of Winstar Communications, Inc., and
its debtor-affiliates, filed a status report on March 24, 2005,
to advise the Court of open and pending matters.

A. Preference Adversary Proceedings

   (a) The Trustee has entered into 224 Preference Settlements
       to date and has collected $8,537,545 from those
       Settlements.

   (b) Nineteen Preference Settlements totaling $923,913 have
       been approved by the Court but not yet funded.

   (c) Settlements for seven Preference Adversary Proceedings
       await the Court's approval:

            Defendant                         Case No.
            ---------                         --------
            Carol Electric Company, Inc.      03-52681
            Business Wire                     03-52784
            Edge Technical Services LLC       03-52881
            Hi Tech Data Floors, Inc.         03-52892
            Hotjobs.com                       03-52904
            Pacific Natcom, Inc.              03-52951
            Stackig/TMP                       03-52973

       The Trustee intends to file a global motion to approve
       these Settlements in Winstar's main bankruptcy case and
       adversary proceedings in April 2005.

   (d) The Trustee provides updates on Adversary Proceedings
       transferred to Judge Paul B. Lindsey:

       * Five Adversary Proceedings are settled and are awaiting
         Judge Lindsey's approval:

            Defendant                         Case No.
            ---------                         --------
            Quest Diagnostics                 03-52957
            Capital Sign Systems              03-52606
            Creative Design & Machining, Inc. 03-52546
            CIC Associates, Inc.              03-52802
            EC Company                        03-52880

         The Trustee also intends to file a global motion to
         approve these Settlements in Winstar's main bankruptcy
         case and adversary proceedings in April 2005.

       * Five Adversary Proceedings are open and going forward:

            Defendant                         Case No.
            ---------                         --------
            Ameritech                         03-52788
            Pacific Bell, Inc.                03-52928
            Southwestern Bell Telephone Co.   03-52054
            Julius Kraft Company, Inc.        03-52802
            Supra Telecommunications and
               Info. Systems                  03-52880

         The proceedings against Ameritech, Pacific Bell and
         Southwestern Bell are still subject to a motion for
         judgment.  Once all dispositive motions are decided,
         the Trustee intends to proceed with the remaining
         discovery, if necessary.

         The U.S. District Court for the District of Delaware
         withdrew bankruptcy reference of the adversary
         proceeding against Julius Kraft.  As to the Supra
         Telecommunications' case, the scheduling order requires
         dispositive motions to be filed by May 31, 2005.

B. Other Open Adversary Proceedings and Litigation

   (a) Winstar Wireless Inc., et al., v. Lucent Technologies Inc.
       et al., Adv. No. 01-01063

       All dispositive motions have been decided in the Lucent
       Adversary Proceeding.  The trial for the case commenced
       before Judge Joel B. Rosenthal on March 21, 2005, in the
       U.S. Bankruptcy Court for the District of Massachusetts.

   (b) Christine C. Shubert, Chapter 7 Trustee, v. Wellspring
       Media, Inc., f/k/a Regulus International Capital Co.,
       Inc., Adv. No. 05-50586.

       The Trustee filed an adversary proceeding against
       Wellspring Media to recover payments for $3 million on a
       promissory note signed in conjunction with the Chapter 11
       sale of certain Debtors' assets to Wellspring.  The
       Trustee is still in the process of serving the complaint
       to Wellspring.  An initial scheduling conference has been
       scheduled on May 31, 2005.

   (c) Former Employee Loan Adversary Proceedings:

            Defendant                         Case No.
            ---------                         --------
            Flaherty                          02-05324
            Shields                           02-05326
            McGuire                           02-05410
            Ackerman                          02-05412

       The Trustee intends to file a motion in April 2005,
       seeking leave of the Court to dismiss these Adversary
       Proceedings in consideration of the waiver of all claims
       that the former employees may have against the Debtors'
       estates.

   (d) Superadio Limited Partnership v. Walt Baby Love
       Productions, Inc., n/k/a Winstar Radio Productions LLC

       Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
       Wilmington, Delaware, relates that the Massachusetts
       Appeals Court reversed so much of the judgment confirming
       the arbitrator's award imposing sanctions for $271,000,
       and vacated that portion of the arbitrator's award insofar
       as it required payment of the sanctions.  That portion of
       the judgment awarding Winstar Radio Productions $16,566
       plus interest was left undisturbed by the Appeals Court.
       The Trustee has sought leave to the Supreme Judicial Court
       of Massachusetts for further review of the decision.  A
       final resolution of the appeal is still pending.

   (e) Corporate Telecommunications Group, Inc., et al., v.
       Christine C. Shubert, Chapter 7 Trustee, Winstar Wireless,
       Inc. Winstar Holdings LLC, and IDT Acquisition, Inc.

       The Corporate Telecom proceeding is in the discovery
       stage.  The parties are currently engaged in ongoing
       settlement discussions.

C. Remaining Miscellaneous Estate Assets, Interests, Claims to be
   Liquidated

   The Debtors' estate has interest in certain miscellaneous
   interests, including:

   (a) a certain promissory note executed in connection with one
       of the Debtors' Chapter 11 asset sales; and

   (b) a prospective refund of a fine imposed by the Federal
       Communications Commission, which aggregate approximately
       $500,000 to $1,000,000 in prospective value to the
       estates.

   Mr. Rennie reports that the Trustee is engaging in settlement
   negotiations with the Promissory Note parties.  The parties
   have asserted offsets to the note obligations based on various
   defenses.  The Trustee is prosecuting an appeal with respect
   to the FCC Fine on a contingency basis.  The appeal of the FCC
   Fine has been filed and is still pending.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.  (Winstar
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YOUNG BROADCASTING: Lenders Commit to Amend & Restate Senior Loan
-----------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) received a commitment from
affiliates of Wachovia Securities, Lehman Brothers, Merrill Lynch
and BNP Paribas to amend and restate its existing senior credit
facility.  YBI said it will commence a cash tender offer and
consent solicitation for all of its $246,890,000 outstanding
principal amount of 8-1/2% Senior Notes due 2008.  The tender
offer and the consent solicitation will be made upon the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement and related Letter of Transmittal
and Consent, each dated April 11, 2005.

YBI intends that funds available under the amended credit facility
will be used to finance the tender offer and consent solicitation.
While YBI expects to execute the definitive documentation relating
to the amended facility simultaneously with or prior to the
closing of the tender offer and the consent solicitation, the
lenders' commitments are subject to customary conditions and there
can be no assurance that the amended facility will be executed.
The execution of the amended facility is a condition to the
closing of the tender offer and consent solicitation.  The
proposed amended facility will provide for a $275 million term
loan and will continue to provide for the $20 million revolving
credit facility available under YBI's existing credit facility.
The contemplated term loan will mature in 2012 and the revolving
facility will mature in 2010.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on May 9, 2005, unless extended or earlier terminated.
The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase will be the price
determined on April 22, 2005 (unless the expiration date for the
tender offer is extended by ten or more business days, in which
case the price will be determined on the tenth business day prior
to the expiration date as extended) using the present value on the
early payment date of the sum of $1,042.50 plus interest that
would be paid from the last date on which interest has been paid
through December 15, 2005 minus accrued and unpaid interest from
the last date on which interest has been paid up to, but not
including, the applicable payment date. The present value will be
determined using the yield to maturity of the 1.875% U.S. Treasury
Note due November 30, 2005, plus a fixed spread of 75 basis
points.  The total consideration for each Note tendered includes a
consent payment of $30.00 per $1,000 principal amount of Notes to
holders who validly tender their Notes and deliver their consents
prior to 5:00 p.m., New York City time, on April 22, 2005, unless
such date is extended.  Holders who properly tender and whose
Notes are accepted for purchase also will be paid accrued and
unpaid interest up to, but not including, the applicable payment
date.  Holders who tender their Notes after the Consent Payment
Deadline will not receive the consent payment. Tendered Notes may
not be withdrawn and consents may not be revoked after the
Withdrawal Deadline, which will be the earlier of:

     (i) the Consent Payment Deadline or
    (ii) the date of execution of the supplemental indenture.

The consents are being solicited to eliminate substantially all of
the restrictive covenants and certain events of default contained
in the indenture governing the Notes.  Holders may not tender
their Notes without delivering consents or deliver consents
without tendering their Notes.  The obligation of the Company to
accept for purchase and pay for the Notes in the tender offer is
conditioned on, among other things, the closing of the amended
credit facility and the receipt of consents to the Proposed
Amendments from the holders of at least a majority of the
aggregate principal amount of outstanding Notes, each as described
in more detail in the Offer to Purchase and Consent Solicitation
Statement.

The Company has retained Wachovia Securities, Lehman Brothers and
Merrill Lynch to serve as the dealer managers and solicitation
agents for the tender offer and the consent solicitation.
Questions regarding the tender offer and the consent solicitation
may be directed to Wachovia Securities at (704) 715-8341 or (866)
309-6316, to Lehman Brothers at (212) 528-7581 or (800) 438-3242
or to Merrill Lynch at (212) 449-4914 or (888) ML4-TNDR. Requests
for documents in connection with the tender offer and the consent
solicitation may be directed to Global Bondholder Services
Corporation, the information agent, at (212) 430-3774 or (866)
470-3900.

                        About the Company

Young Broadcasting Inc. owns ten television stations and the
national television representation firm, Adam Young Inc.  Five
stations are affiliated with the ABC Television Network:

   -- WKRN-TV Nashville, Tenn.,
   -- WTEN-TV Albany, N.Y.,
   -- WRIC-TV Richmond, Va.,
   -- WATE-TV Knoxville, Tenn., and
   -- WBAY-TV Green Bay, Wis.,

three are affiliated with the CBS Television Network:

   -- WLNS-TV Lansing, Mich.,
   -- KLFY-TV Lafayette, L.A., and
   -- KELO-TV Sioux Falls, S.D.,

and one is affiliated with the NBC Television Network  -- KWQC-TV
Davenport, Iowa.  KRON-TV -- San Francisco, Calif. is the largest
independent station in the U.S. and the only independent VHF
station in its market.

At Dec. 31, 2004, Young Broadcasting's balance sheet showed a
$13,163,077 stockholders' deficit, compared to $28,329,763 of
positive equity at Dec. 31, 2003.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
     Wilbur Ross - Joint Breakfast Meeting with Association for
     Corporate Growth
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Chapter / Finance Network Club Spring Dinner
         Sheraton Suites Cypress Creek, Ft. Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA South Florida Golf Day
         Carolina Club, Margate, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Contact: 716-440-6615 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

April 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 303-457-2119 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or www.turnaround.org

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or www.turnaround.org

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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