TCR_Public/050414.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, April 14, 2005, Vol. 9, No. 87

                          Headlines

AIRTRAN AIRWAYS: Hosting Annual Shareholders Meeting on May 17
ADELPHIA COMMS: Cablevision Considers Increasing Bid
ADELPHIA COMMS: Court OKs $8.8B Commitment & Fee Letter Amendments
AMERICAN SOUTHWEST: Fitch Affirms B Rating on $2.7 Million Certs.
AMERIGAS PARTNERS: Moody's Rates $400M Senior Unsec. Notes at B2

ARGUS CORP: Seeks to Sell 200,000 Hollinger Retractable Shares
ASTORIA ENERGY: Refinancing Prompts S&P to Withdraw B+ Ratings
BALLY TOTAL: Expects to Report Net Loss in 3rd Qtr. & FY 2004
BANC OF AMERICA: Fitch Puts Low-B Ratings on 14 Mortgage Certs.
BILLING CONCEPTS: Moody's Junks New $45M Lien Term Loan Facility

BOYDS COLLECTION: S&P Puts B- Corp. Rating on CreditWatch Negative
BRILLIAN CORP: Deloitte Expresses Going Concern Doubt
CATHOLIC CHURCH: Spokane Removes Actions to Washington Bankr. Ct.
CHESAPEAKE ENERGY: Fitch Puts BB Rating on $600MM Note Offering
COMMUNITY GENERAL: S&P Lifts Bond Rating to BB+ from BB

CONTINENTAL AIRLINES: Debbie McCoy Retires From SVP Position
CREDIT SUISSE: Fitch Downgrades Two Mortgage Certs. One Notch
DMX MUSIC: Hires Robert L. Berger & Associates as Claims Agent
DOCTORS HOSPITAL: Taps Porter & Hedges as Bankruptcy Counsel
DOCTORS HOSPITAL: Look for Bankruptcy Schedules on May 31

EASYLINK SERVICES: Auditors Continue to Have Going Concern Doubt
ENGINEERING DESIGN: Case Summary & 40 Largest Unsecured Creditors
FORD CREDIT: S&P Puts BB Rating on $59.5 Million Class D Certs.
GOODYEAR TIRE: Closes $3.65 Billion in New Credit Facilities
GREYHOUND LINES: S&P Junks Corporate Credit Rating at CCC+

GRUPO IUSACELL: Receives Frequency Auction Results from COFETEL
HAPPY KIDS: Gets Final OK for DIP Financing & Cash Collateral Use
HAPPY KIDS: Wants Exclusive Filing Period Extended Until Aug. 31
HUFFY CORP: Hires Marcum & Kleigman as Auditors
INSBANC INC.: Case Summary & 7 Largest Unsecured Creditors

INTEGRATED HEALTH: Wants Removal Action Period Extended to June 6
ISLAND REFRIGERATION: Case Summary & 34 Largest Creditors
JEAN COUTU: Earns $39.9 Million of Net Income in Third Quarter
JP MORGAN: Fitch Raises Rating on $51.7MM Mortgage Certs. to BB+
JWJ NORTH: Case Summary & 15 Largest Unsecured Creditors

KAISER ALUMINUM: Bear Stearns Supports Kaiser Liquidation Plans
KAISER ALUMINUM: Plan Confirmation Hearing to Be Continued
LIBERTY MEDIA: Begins Cash Tender Offer for $1B in Debt Securities
MANDRA FORESTRY: S&P Puts B Rating on Proposed $235 Million Bonds
MATRIX SERVICE: Obtains Another Waiver from Bank Lenders

MIRANT CORP: Asks Court to Approve IRS & Southern Co. Agreement
MIRANT CORP: CSFB & Citibank Says Disclosure Statement Inadequate
MIRANT CORP: Taps Financial Balloting as Solicitation Agent
MORGAN STANLEY: Fitch Rates $13.6 Mil. Mortgage Certificates at B
NEXTWAVE TELECOM: Verizon Completes $3 Bil. PCS Spectrum Purchase

NEXTWAVE TELECOM: Exits Chapter 11 Protection After Six Years
NORCRAFT HOLDINGS: S&P Affirms B+ Corporate Credit Rating
ORANGEBURG MEMORIAL: Lawyer Says Gravestones Ready for Pick-Up
PEACE ARCH: Liquidity & Equity Woes Trigger Going Concern Doubt
PEGASUS SATELLITE: Ted Lodge Resigns as President & Director

PENN TRAFFIC: Exits Chapter 11 & Closes Two Exit Financings
PERGOLA NEVADA: Case Summary & 5 Largest Unsecured Creditors
PILLOWTEX CORP: Sells Tunica Property to Staple Cotton for $2.2MM
PRIMEDIA INC: Calling Preferred Stock and Debt for Redemption
PROSPECT MEDICAL: Earns $1.1 Million of Net Income in 1st Quarter

QUALITY WOODWORK: Case Summary & 40 Largest Unsecured Creditors
REAL ESTATE: Fitch Puts Low-B Ratings on Two Notes & Two Certs.
RELIANCE GROUP: Court Okays James Goodman Employment Pact
SEALY MATTRESS: S&P Puts B+ Rating on Amended $690M Sr. Sec. Loan
SHELBY COUNTY: Default Cues S&P to Cut Rating on $18.8M Bonds to B

SINO-FOREST: Will Operate Anhui Plantation with Mandra Resources
SOLUTIA INC: Begins Design of New Saflex(R) PVB Plant in China
SPIEGEL INC: Court Permits Committee to Hire Hannafan as Counsel
TOM'S FOODS: Taps Corporate Revitalization as Reorg. Consultants
TRINITY COUNTY: Fitch Cuts COPs Rating to BB from BBB

ULTIMATE ELECTRONICS: Explores Possible Sale or Liquidation
ULTIMATE ELECTRONICS: Gets Court Approval to Hire Skadden Arps
UNISOURCE ENERGY: Moody's Puts Ba2 Rating on Planned $105M Loan
WARREN RECYCLING: Case Summary & 20 Largest Unsecured Creditors
WAVEFRONT ENERGY: Buying 90% Working Interest in Okla. Oil Field

WESTPOINT STEVENS: Common Stock Symbol Changed to WSPQE
WHITING PETROLEUM: S&P Puts B- Rating on $220 Mil. Sr. Sub. Notes
ZIFF DAVIS: S&P Junks Proposed $205 Million Senior Secured Notes

* CNQ Approves Union Securities Ltd. as a Dealer

                          *********


AIRTRAN AIRWAYS: Hosting Annual Shareholders Meeting on May 17
--------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc. (NYSE:
AAI), will host its annual shareholders meeting on May 17, 2005,
at the JW Marriott - Orlando Grande Lakes in Orlando, Fla.

Shareholders who owned AirTran Holdings stock as of March 31,
2005, are invited to attend the meeting, which will begin at 11:00
a.m. EDT.  The annual report and proxy materials for the annual
meeting are expected to be mailed to stockholders beginning on or
about April 11, 2005.

                        About the Company

AirTran Airways -- http://www.airtran.com/-- one of America's
largest low-fare airlines with 6,000 friendly, professional Crew
Members, operates over 500 daily flights to more than 40
destinations.  The airline's hub is at Hartsfield-Jackson Atlanta
International Airport, where it is the second largest carrier.
AirTran Airways recently added the fuel-efficient Boeing 737-700
aircraft to create America's youngest all-Boeing fleet.  The
airline is also the first carrier to install XM Satellite Radio on
a commercial aircraft.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2005,
Moody's Investors Service has placed the ratings of AirTran
Airways, Inc.'s Enhanced Equipment Trust Certificates -- EETC --
under review for possible downgrade.  The review was prompted by a
combination of the diminishing value of the aircraft
collateralizing the company's EETC's (B717 aircraft) and The
Boeing Company's announcement that it has decided to conclude
production of the B717 commercial aircraft in 2006.  No other
ratings assigned to AirTran or its debt are affected by this
review.

Moody's has been contemplating the secondary market values of the
B717 aircraft for some time as the cessation of production of this
particular airplane has been possible given the weak market
acceptance of this aircraft type.  The review will assess the
potential for increased risk to EETC debt holders as a result of
changes in the value of the aircraft collateral.  It will include
a consideration of current market values of the B717 aircraft, the
impact of the cessation of production on those values currently as
well as the impact on the absolute level and the potential for
volatility of values going forward.  The aircraft has been
positively commented upon by many of its users, including AirTran.
But, Moody's notes that worldwide there are only eight airlines
operating approximately 150 B717 aircraft.  Based upon the
significance of any deterioration of collateral values, multiple
downward notching of the ratings may be possible.

Ratings affected by the review:

   -- Class A Certificates rated Baa2
   -- Class B Certificates rated Ba1
   -- Class C Certificates rated B2


ADELPHIA COMMS: Cablevision Considers Increasing Bid
----------------------------------------------------
This week, Cablevision Systems Corp. will decide whether it will
increase its $16.5 billion bid for Adelphia Communications Corp.,
a person familiar with the matter told The Wall Street Journal.
Cablevision "continues to conduct due diligence on [ACOM]," the
Journal's source relates.

As previously reported, the alliance of Time Warner Inc. and
Comcast Corp. has reached a tentative deal with ACOM creditors to
buy ACOM's assets for slightly more than $17.6 billion in cash
and stock.  The deal requires the approval of the ACOM Board of
Directors, the Official Committee of Unsecured Creditors and the
Bankruptcy Court.

Cablevision could still outbid Time Warner and Comcast, Journal
staff reporters Peter Grant and Dennis K. Berman wrote.

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


ADELPHIA COMMS: Court OKs $8.8B Commitment & Fee Letter Amendments
------------------------------------------------------------------
At the request of Adelphia Communications Corporation and its
debtor-affiliates, the U.S. Bankruptcy Court for the Southern
District of New York approved the terms of the Commitment Letter
Amendment and the Fee Letter Amendment including the payment of
all accrued fees on and as of June 30, 2005.

As reported in the Troubled Company Reporter on March 18, 2005,
the Debtors inked the Commitment Letter Amendment and a Fee Letter
Amendment with the Arranger Group:

    -- J.P. Morgan Securities, Inc.;

    -- Citigroup Global Markets, Inc.;

    -- Credit Suisse First Boston, acting through its Cayman
       Islands Branch;

    -- Deutsche Bank Securities, Inc.; and

    -- their lending affiliates.

A full-text copy of the Commitment Letter Amendment is available
for free at:


http://www.sec.gov/Archives/edgar/data/796486/000104746905006178/a2153411zex-99_1.htm

Pursuant to the Commitment Letter Amendment, the commitments will
be extended until December 31, 2005, unless the Amended Plan is
confirmed by that date, in which case the Debtors may request a
deadline extension for up to 180 days as they work towards the
goal of consummating the plan.

The loan would only be used if the company isn't sold, Adelphia
spokeswoman Erica Stull told Bloomberg News in an interview.  The
$8.8 billion exit financing "would be the largest of its kind
approved in a bankruptcy case," Bloomberg notes.

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


AMERICAN SOUTHWEST: Fitch Affirms B Rating on $2.7 Million Certs.
-----------------------------------------------------------------
Fitch Ratings affirms American Southwest Financial Securities
Corp.'s commercial mortgage pass-through certificates, series
1993-2:

        -- Interest-only class S-1 'AAA';
        -- $2.7 million class B-3 'B'.

Classes A-1, S-2, A-2, B-1, and B-2 have paid in full.  Fitch does
not rate the $1.8 million class C certificates.

The affirmations are the result of the transaction paydown and
subsequent increase in credit enhancement offsetting the increased
concentration and deterioration in performance of the remaining
loans.  As of the March 2005 distribution date, the pool has paid
down 96.5% to $4.5 million from $128.7 million at issuance.

The two remaining loans, Tucson Airport Center and Oakridge
Center, are considered Fitch loans of concern and are secured by
mixed use properties containing office and warehouse space located
in Tucson, Arizona.  Both properties have suffered a decline in
net cash flow -- NCF -- as a result of declines in occupancy.  As
of the third quarter 2004, Tucson Airport Center (55%) was 60.6%
occupied, with 24.4% of the net rentable area -- NRA -- leased on
a month-to-month basis and the remaining 36.2% expiring in 2008.
Oakridge Center (45%) was 46.8% occupied, with 43.5% of the NRA
leased on a month-to-month basis and 2.7% of the NRA expiring in
November 2005.

The Fitch stressed debt service coverage ratios -- DSCRs -- for
Tucson Airport Center and Oakridge Center using annualized third
quarter 2004 data were 0.75 times and 1.27x, respectively.  The
DSCRs are calculated using servicer provided net operating income
less reserves and capital expenditures divided by a Fitch stressed
debt service.

Both loans are out of their respective lockout periods and can now
prepay without penalty.  The loans mature in January 2009.


AMERIGAS PARTNERS: Moody's Rates $400M Senior Unsec. Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to AmeriGas
Partners, L.P.'s proposed $400 million senior unsecured notes due
2015.  Moody's also affirmed AmeriGas's Ba3 senior implied rating
and the B2 ratings on its existing senior unsecured notes.  The
outlook remains stable.

Proceeds from the notes offering will be used to fund the
company's tender offer announced on April 4, 2005 to purchase all
$388 million (principal amount) of its outstanding 8.875% senior
notes due 2011 and to cover costs associated with the
transactions.  Benefits from this refinancing include lower
interest expense going forward and a lengthening of the company's
debt maturity profile.

AmeriGas's senior implied rating continues to reflect:

   1) its fully leveraged financial position and high distribution
      payout rate;

   2) its leading position in propane retailing;

   3) the seasonality and year-to-year fluctuations of propane
      volumes due to weather changes; and

   4) potential for support from its parent, UGI Corp. (unrated),
      which has substantial cash resources.

Moody's recognizes the favorable trends in AmeriGas's credit
metrics over the last couple of years, including a reduction in
Debt/EBITDA from 4.5x at the end of fiscal 2002 to 3.5x at the end
of fiscal 2004 and an improvement in EBITDA/Interest from 2.4x to
3.1x over those same time periods.

However, it appears that this momentum will stall somewhat in
fiscal 2005 because of the warmer weather this winter.  Moody's
believes the rating adequately reflects such fluctuations.  That
being said, a positive outlook and/or potential upgrade to Ba2
(senior implied) would be considered if additional sustainable
improvements are achieved such as maintaining Debt/EBITDA closer
to 3.0x and EBITDA/Interest in the 3.5x range, even in periods of
warmer weather.  Such improvements are well within the range of
possibilities if management executes its plans to continue to
reduce total debt and leverage from current levels over the next
couple of years.

Consistent with the master limited partnership model, AmeriGas
maintains a high distribution payout rate on its equity units.
Distributable cash flow (as measured by EBITDA less interest
expense and maintenance capex) has exceeded distributions over the
last couple of years while its peers have struggled to do so.
AmeriGas is expected to cover distributions in fiscal 2005 despite
weather this winter that was warmer than normal.

With a market share of about 9%, AmeriGas currently has a leading
position in the highly fragmented retail propane marketing
industry in the U.S.  Its size provides opportunities for it to
leverage economies of scale to control operating and supply costs.
The wide geographic spread of its locations somewhat mitigates
exposure to the weather and economic conditions of any one region.
AmeriGas also benefits from non-seasonal business from national
commercial and industrial customers as well as counter-seasonal
business in its propane tank exchange business.  Even so,
AmeriGas's results do tend to fluctuate from year-to-year
depending on the degree of cold weather during the winter months
as most of its propane sales are for space heating.

AmeriGas is strategically important to its parent, UGI Corp.
Moody's notes that AmeriGas could potentially draw support from
UGI, which has no debt outstanding and available cash balances
currently in excess of $110 million.

The ratings on AmeriGas's senior unsecured notes remains at two
notches below its senior implied rating because of structural
subordination.  Moody's notes that AmeriGas has no operating
assets of its own and relies solely on distributions from its
wholly owned operating limited partnership to service its debt.
The senior unsecured notes are not guaranteed by the OLP and the
debt at the OLP, primarily first mortgage notes, is secured by
substantially all of the OLP's assets.  Moody's also notes that
the extent of structural subordination has been slowly diminishing
with OLP debt currently comprising approximately 45% of
consolidated balance sheet debt vs. approximately 60% at the end
of fiscal 2002.  Management intends to further reduce OLP debt as
a percentage of consolidated debt outstanding over the next couple
of years and, to the extent this occurs, Moody's may revisit the
notching issue.

Headquartered in Valley Forge, Pennsylvania, AmeriGas Partners,
L.P. is the largest retail propane marketer in the U.S.


ARGUS CORP: Seeks to Sell 200,000 Hollinger Retractable Shares
--------------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.B)(TSX:AR.PR.D)
applied to the Ontario Securities Commission for a variance of the
Management and Insider Cease Trade Order issued with respect to
Hollinger Inc.

A MCTO has also been issued as against Argus and Hollinger
International Inc. as well as Hollinger.  The MCTO of each of
those companies relate to their failure to prepare and file
financial statements and related disclosure when due.

The variance that Argus, together with its immediate subsidiaries,
has requested be made to the Hollinger MCTO is to permit the sale
by it of up to 200,000 of the 21,596,387 Retractable Common Shares
of Hollinger that it indirectly holds through its subsidiaries.

The Shares that Argus proposes to sell represent approximately
0.93 percent of its holding of Shares and 0.57 percent of the
total number of outstanding Shares.

In its Application, Argus advised the OSC that it is unable to
declare and pay dividends that are scheduled to be paid on May 1,
2005, to the holders of its Class A and Class B Preference Shares
and its ongoing operational expenses without the requested
variance being granted.  The anticipated total amount of the
dividends that are due to be paid is $251,703.

Argus has further advised the OSC that its viability as an
operating company and as a going concern will be severely
prejudiced should it not be given permission to sell up to 200,000
Shares as it has no other source of income or funds.  It presently
has $10,240 of cash with outstanding payables totaling $213,914.

The Shares of Hollinger that Argus holds have a market value at
the close of trading on April 12, 2005 on the Toronto Stock
Exchange of C$6.07 per share or an aggregate of C$131,090,069.
This amount is subject to a minority interest of The Ravelston
Corporation Limited, future income taxes on unrealized net capital
gains and other considerations including the Hollinger MCTO.

The operating expenses of Argus have significantly increased over
the past year.  Amongst the increased expenses that Argus has been
incurring, and will continue to incur, are related to legal
proceedings and regulatory compliance.

Argus is a defendant in two class action lawsuits commenced in
Illinois and Saskatchewan.  It is also a related party for
purposes of the ongoing inspection of the related party
transactions of Hollinger that is being conducted pursuant to an
Order of the Ontario Superior Court of Justice.

Argus is further incurring legal costs related to claims that are
being made for coverage of certain of its defence costs pursuant
to an Executive and Organization Liability Insurance Policy.

In accordance with OSC guidelines, Argus publicly files bi-weekly
Status Update Reports with respect to its material developments
and those of Hollinger and International.

Argus has been further providing financial statements prepared on
a market valuation basis.  These are being filed with its Status
Update Reports as alternative financial information in order to
keep the public informed of the financial activities of Argus
despite its present inability to produce financial statements
consolidated with those of Hollinger.

On January 31, 2005, Ravelston, Argus' parent, loaned $251,703 to
Argus on a non-interest-bearing basis in order to allow Argus to
pay dividends on February 1, 2005 to its holders of Class A and
Class B Preference Shares.

Ravelston has now advised Argus that it will not advance
additional funds to assist it to pay its May 1, 2005 dividends or
operational expenses.

Should the OSC agree to the variance of the Hollinger MCTO to
permit Argus to sell up to 200,000 Shares, Argus, as the holder of
approximately 61.8 per cent of the Shares of Hollinger, will
further file a public notice that it intends to sell Shares from
its control block position before any Shares may be sold.

Argus will not be able to declare any dividends unless and until
the requested variance is granted by the OSC, of which there can
be no assurance, and arrangements are in place for the sale of
Shares.  There will then need to be seven clear trading days
between any declaration of dividends and the record date for the
payment of such dividends.  There will additionally be certain
administrative time required after any record date in order to
permit the processing of any dividends that may be declared.

Argus has accordingly advised that there can be no certainty that
the dividends scheduled to be paid on May 1, 2005 can or will be
declared and paid and, if declared, that they will be paid when
scheduled.

Should the requested variance be granted by the OSC, Argus
intends, on the required distribution notice being provided and on
arrangements being in place to sell the Shares it proposes to
sell, to declare and pay the dividends that are presently
scheduled to be paid on May 1, 2005.

Argus further intends that a sufficient amount of the proceeds of
the proposed sale of Shares will be allocated for payment of the
dividends that are next scheduled to be paid to the holders of the
Class A and Class B Preference Shares on August 1, 2005.

                        About the Company

Argus Corporation Limited is a holding company and its assets
consist principally of an investment in the retractable common
shares of Hollinger, Inc., a Canadian public company listed on the
Toronto Stock Exchange, a receivable from The Ravelston
Corporation Limited, the Company's parent company and cash.

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

Hollinger and International have both also been subject to
Management and Insider Cease Trade Orders for their failure to
file financial statements and related reports when required.
Those orders were issued on June 1, 2004.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 of positive equity at Dec. 31, 2003.


ASTORIA ENERGY: Refinancing Prompts S&P to Withdraw B+ Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the 'B+' credit rating
on Astoria Energy LLC's $500 million senior secured bank loan due
2012.  The rating was withdrawn following the successful
refinancing of the debt in the private market.


BALLY TOTAL: Expects to Report Net Loss in 3rd Qtr. & FY 2004
-------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) reported
selected operating data for the fourth quarter and year ended
December 31, 2004, and for the two months ended February 28, 2005.

Highlights:

   -- Achieved record gross committed membership fees of
      $1.2 billion in 2004, a 14% increase over the prior year.

   -- Gross committed membership fees increased 8% in the fourth
      quarter 2004 over the same period in the prior year.

   -- Same club gross committed membership fees grew 4% during the
      fourth quarter 2004 and 9% for the year ended December 31,
      2004.

   -- Number of new joining members increased 20% in the fourth
      quarter 2004 over the prior year quarter and 22% for the
      full year.

   -- New joining members increased 10% through February 2005
      versus prior year.

   -- Company expects to report net loss for the quarter and year
      ended December 31, 2004.

"We are starting to see the benefit of our efforts over the past
12 months," said Paul Toback, Chairman and Chief Executive Officer
of Bally Total Fitness.  "We have put in place a number of
initiatives to help drive membership, reduce costs and attract the
best talent to return the business to financial health.  Our
operating metrics show that we are on the right track."

"We have strengthened our finance team with three new
appointments.  Finance veteran Carl Landeck joined us as CFO,
Katherine Abbott joined us from J.P. Morgan as Treasurer and David
Reynolds joined us from Comdisco, Inc., as Controller.  Each of
these individuals brings substantial management and financial
turnaround experience, building the leadership of our finance
department and management team overall."

                     Operational Overview

In 2004, Bally made changes to its membership offerings that gave
new members more options for joining Bally.  In addition to month-
to-month memberships, these include an add-on program for friends
and family and a results guarantee.  A next generation of
customized memberships we call our build-your-own-membership plan
is also currently being tested in several markets.  In addition,
Bally benefited from a more effective advertising and marketing
program.  As a result, membership sales trends continued to show
improvement, with gross committed membership fees growing 8%
during the fourth quarter of 2004 and 14% for the twelve months
ended December 31, 2004 over the comparable prior year periods.
New membership joins increased 20% during the fourth quarter of
2004 and 22% for the twelve months ended December 31, 2004 over
the comparable prior year periods.  Total members grew 1% to
3,992,000 at December 31, 2004 from 3,956,000 at December 31,
2003.

The Company expects to report a net loss for the three and twelve
months ended December 31, 2004.

As of April 11, 2005, the Company had approximately $13.7 million
of outstanding advances under the $100 million revolving credit
portion of its $275 million credit facility, including
$9.7 million in letters of credit.

                 Lenders Waive Technical Defaults

On April 5, 2005, the Company said it had secured an amendment and
waiver to its existing credit agreement with its revolving credit
and term lenders.  The amendment provided the Company with
additional covenant flexibility by exempting from the calculation
of various financial covenants certain costs incurred by Bally in
connection with the SEC and Department of Justice investigations
and other matters.  The amendment also waived certain technical
defaults, which generally related to the timing of delivery of
financial information and perfection of leasehold mortgages.

                    About Bally Total Fitness

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

                          *     *     *

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

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

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


BANC OF AMERICA: Fitch Puts Low-B Ratings on 14 Mortgage Certs.
---------------------------------------------------------------
Banc of America Commercial Mortgage Inc., series 2005-1 commercial
mortgage pass-through certificates are rated by Fitch Ratings:

         -- $39,800,000 class A-1 'AAA';
         -- $185,100,000 class A-2 'AAA';
         -- $555,200,000 class A-3 'AAA';
         -- $343,141,000 class A-4 'AAA';
         -- $134,000,000 class A-SB 'AAA';
         -- $381,247,000 class A-5 'AAA';
         -- $219,184,000 class A-1A 'AAA';
         -- $168,352,000 class A-J 'AAA';
         -- $2,322,090,942 class XW* 'AAA';
         -- $60,955,000 class B 'AA';
         -- $20,318,000 class C 'AA-';
         -- $43,539,000 class D 'A';
         -- $20,319,000 class E 'A-';
         -- $26,123,000 class F 'BBB+';
         -- $20,318,000 class G 'BBB';
         -- $34,832,000 class H 'BBB-';
         -- $5,805,000 class J 'BB+';
         -- $8,708,000 class K 'BB';
         -- $8,708,000 class L 'BB-';
         -- $2,902,000 class M 'B+';
         -- $5,805,000 class N 'B';
         -- $11,611,000 class O 'B-';
         -- $26,123,942 class P 'NR';
         -- $5,156,000 class FM-A** 'BBB+';
         -- $2,555,216 class FM-B** 'BBB';
         -- $9,070,957 class FM-C** 'BBB';
         -- $23,217,827 class FM-D** 'BBB-';
         -- $2,127,243 class SM-A** 'BB+';
         -- $2,073,757 class SM-B** 'BB+';
         -- $6,425,000 class SM-C** 'BB';
         -- $2,565,043 class SM-D** 'BB-';
         -- $2,023,957 class SM-E** 'BB-';
         -- $4,859,000 class SM-F** 'B+';
         -- $4,180,843 class SM-G** 'B';
         -- $5,531,900 class SM-H** 'B-';
         -- $6,763,257 class SM-J** 'NR';
         -- $407,103 class LM** 'NR'.

   * Notional Amount and Interest Only

  ** Non-pooled classes

Classes A-1, A-2, A-3, A-4, A-SB, A-5, A-1A, A-J, B, C, and D are
offered publicly, while classes XW, E, F, G, H, J, K, L, M, N, O,
P, FM-A, FM-B, FM-C, FM-D, SM-A, SM-B, SM-C, SM-D, SM-E, SM-F, SM-
G, SM-H, SM-J, and LM are privately placed pursuant to rule 144A
of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 135 fixed-rate loans having an aggregate principal
balance of approximately $2,322,090,942, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'Banc of America Commercial Mortgage Inc.,
Series 2005-1' dated March 24, 2005, available on the Fitch
Ratings Web site at http://www.fitchratings.com/


BILLING CONCEPTS: Moody's Junks New $45M Lien Term Loan Facility
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$105 million first lien credit facility and a Caa1 rating to the
proposed $45 million second lien term loan facility of Billing
Concepts, Inc., a primary operating subsidiary of Billing Services
Group, LLC, and its co-borrowers.  Each of the co-borrowers is a
wholly owned subsidiary of BCI Acquisition, LLC, a holding company
with limited assets, which in turn is indirectly owned by the
ultimate parent, Billing Services Group, LLC.

The ratings reflect the significant business risks inherent in the
company's operations as a provider of services to primarily second
and third tier long distance companies including the weak
financial condition of certain members of its customer base,
potential pricing pressure and the trend of declining wireline
volume.  The ratings benefit from historically strong free cash
flow generation, solid operating margins, a leading market
position and good liquidity in the near term.  However, Moody's
believes that industry trends will lead to a gradual decline in
profitability and cash flow generation over the intermediate term.

Moody's assigned to Billing Concepts these first time ratings:

   * $105 million first lien credit facility due 2010 comprised of
     a $10 million revolving credit facility and $95 million term
     loan facility, rated B2 (at Billing Concepts and the
     co-borrowers);

   * $45 million second lien term loan facility due 2011, rated
     Caa1(at Billing Concepts and the co-borrowers);

   * Senior implied rating, rated B2;

   * Senior unsecured issuer rating (non-guaranteed exposure),
     rated Caa3;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

Borrowings under the $95 million first lien term loan and
$45 million second lien term loan are expected to be used to repay
$66 million of senior secured and subordinated indebtedness, pay
an approximately $70 million dividend to Billing Services Group,
LLC (majority controlled by ABRY Partners) and related transaction
expenses.  The revolver is expected to be unused and fully
available at closing.

The assignment of the B2 senior implied rating and a stable
ratings outlook reflects Moody's expectation that revenues,
operating margins and cash flow from operations will gradually
decline in the next few years.  Although Moody's expects that new
business generated by the company due to outsourcing and growth in
billing for non-regulated services may offset declining wireline
volume from its existing customer base in 2005, over the
intermediate term revenue pressure from declining wireline volume
should lead to declining profitability and free cash flows.

The ratings reflect the substantial competition faced by the
company's customer base from new technologies, product
substitution and deregulation.  Wireline volumes have been
declining over the last few years and are expected to continue to
decline as wireless, cable and internet telephony continue to
penetrate US households.  The company's revenues are principally
derived from the provision of billing clearinghouse and
information management services to direct dial long distance
resellers and operator service providers.  As a result, the
company's revenues are dependent on wireline volumes.  Moreover,
certain of the company's customers are in weak financial condition
and pricing pressure on the company's services may grow.  The
company estimates its customer base at about 400.

The ratings benefit from:

   * the high barriers to entry for new market entrants;
   * strong levels of historical cash flow generation; and
   * solid operating margins.

Barriers to entry include the company's entrenched relationships
and integrated billing systems with over 1,800 local exchange
carriers, contract exclusivity in a large portion of its customer
contracts and high contract termination costs for its customers.
The company's operating margin benefits from a lean cost structure
and volume discounts from the LECs.  The company believes it is a
low cost provider and can attract telecom customers looking to cut
costs and outsource non-core areas such as billing.

The ratings outlook could be changed to positive if growth in
revenues from new outsourced business and non-regulated services
is greater than expected and Moody's believes that existing cash
flow and profitability levels can be sustained.  The ratings or
outlook could be pressured if a decline in revenues from its
wireline customers is sharper than expected and leads to a greater
than expected decline in cash flow generation.

The co-borrowers under the proposed first and second lien credit
facilities are Billing Concepts (the primary operating
subsidiary), Enhanced Services Billing, Inc., ACI Billing
Services, Inc. and HBS Billing Services Company.  The proposed
$105 million first lien and $45 million second lien credit
facilities are each guaranteed by BCI Acquisition and all domestic
subsidiaries of the co-borrowers and are secured by first and
second liens, respectively, on the assets of the co-borrowers and
their operating subsidiaries, including 100% of the capital stock
of the co-borrowers and their domestic subsidiaries.

The first lien term loan is expected to amortize at a rate of 2.5%
a quarter for the first 19 quarters after the closing with the
balance payable at maturity.  The second lien term loan is
expected to amortize at a rate of .25% a quarter for the first 23
quarters after the closing with the balance payable at maturity.
The credit facility is expected to have a cash flow sweep,
initially set at 75%, with a step down if the company achieves
specified declines in its leverage ratio.  Financial covenants,
not yet finalized at the time of Moody's review, are expected to
include minimum interest coverage, maximum capital expenditures
and maximum total leverage.

The B2 rating assigned to the first lien facility, notched at the
senior implied level, reflects the preponderance of first lien
debt in the company's capital structure.

The Caa1 rating assigned to the second lien facility recognizes
the effective subordination of second lien debt holders to a
substantial level of first security debt and substantially lower
expected recovery prospects in the event of default.

The company's pro forma combined revenues have increased from
$132 million in 2001 to about $144 million in 2003.  However
revenues declined from $144 million in 2003 to $141 million in
2004 primarily due to a decrease in wireline billing records
processed by the company.  This decrease was partially offset by
increased billing for non-regulated telecommunications-related
services through local telephone companies.  Pro forma debt to
EBITDA for the year ended December 31, 2004 was 4.6 times. Moody's
expects free cash flow to total debt in 2005 to be in the 8%-12%
range.

Billing Services Group, LLC, through its four indirect wholly-
owned operating subsidiaries, is the largest LEC billing and
settlement clearinghouse in the United States.  The company
maintains contractual billing arrangements with local telephone
companies that provide access lines to, and collect for services
from, end users of telecommunication services.

The company processes telephone call records and other
transactions and collects the related end-user charges from these
local telephone companies on behalf of its customers.  The company
estimates that it has about a 90% market share of the third party
LEC billing market.

Headquartered in Glenview, Illinois, the company had revenues of
about $141 million in the year ended December 31, 2004.


BOYDS COLLECTION: S&P Puts B- Corp. Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on The Boyds
Collection Ltd., including the 'B-' corporate credit rating, on
CreditWatch with negative implications.  Gettysburg, Pennsylvania-
based Boyds Collection, a distributor and retailer of collectible
gifts, had total debt outstanding of $75 million as of Dec. 31,
2004.

"The CreditWatch placement is based on Standard & Poor's concerns
regarding Boyds' increasing dependence on its retail stores,
especially in light of continued deterioration in its core
wholesale gift business," said Standard & Poor's credit analyst
Hal F. Diamond.

The company incurred a $2.4 million EBITDA loss in the fourth
quarter of 2004 after showing a positive $800,000 the prior year,
reflecting an 8% decline in the wholesale business and the
disruptive restructuring of the sales force.  Performance of
Boyds' recently opened second store in Pigeon Forge, Tenn., now
has become more important because of the 11% decline in 2004 sales
of its initial store in Gettysburg, Pennsylvania Boyds' retail
business is seasonal, with the majority of its sales generated
during the summer vacation months, in the second and third
quarters.

Standard & Poor's will review the company's business strategies
and liquidity position, as well as its operating outlook, in order
to resolve the CreditWatch listing.


BRILLIAN CORP: Deloitte Expresses Going Concern Doubt
-----------------------------------------------------
Brillian Corp.'s (Nasdaq: BRLC) independent auditors, Deloitte &
Touche LLP, expressed substantial doubt about the Company's
ability to continue as a going concern due to the Company's
recurring losses from operations and its net cash used in
operating activities.  The going concern opinion is included in
the Company's Form 10-K for the fiscal year ended 2004 filed with
the Securities and Exchange Commission.

"We are continuing to take the appropriate steps to address our
current financial situation and we believe we will be successful,"
said Wayne Pratt, Brillian's vice president and chief financial
officer.

                      About Brillian Corp.

Brillian Corp. -- http://www.brilliancorp.com/-- designs and
develops rear-projection HDTVs targeted at high-end video/audio
OEMs, high-end video/audio retailers, ProAV/CEDIA distributors,
and their base of dealers and custom installers looking for
breakthrough performance and image quality. The company is the
first and only provider of Gen II LCoS(TM) technology used in
these products. In addition to its high-definition televisions,
Brillian also offers a broad line of LCoS(TM) microdisplay
products and subsystems that OEMs integrate into proprietary HDTV
products, multimedia projectors, and near-to-eye products such as
monocular and binocular headsets. Brillian's LCoS(TM) microdisplay
technologies address the market demand for a high-performance
display solution with high image fidelity, high-resolution
scalability, and high contrast ratios.


CATHOLIC CHURCH: Spokane Removes Actions to Washington Bankr. Ct.
-----------------------------------------------------------------
On January 5, 2005, the Diocese of Spokane removed all pending
litigation in which it was a party, from state court to the
United States Bankruptcy Court for the Eastern District of
Washington.  Now pending before the Bankruptcy Court are:

   -- an adversary proceeding filed by creditor Michael Shea on
      December 22, 2004, seeking a declaratory judgment that
      parishes, schools, and other property are part of the
      Diocese's estate;

   -- 19 adversary proceedings regarding alleged sexual abuse by
      priests or other employees of the Diocese;

   -- a declaratory judgment action initiated by various
      insurers;

   -- a negligence action involving a playground accident that
      occurred at St. Patrick's School; and

   -- an adversary proceeding filed by the Committee of Tort
      Litigants seeking a declaratory judgment that the property
      of the parishes and schools located within the Spokane
      Diocese, and the property of certain other separately
      incorporated entities are property of the Diocese's estate.

  Pending Cases                   Title
  -------------                   -----
  04-00291-PCW    Shea v. Catholic Bishop of Spokane
  05-80004-PCW    DOE et al. v. Catholic Bishop of Spokane
  05-80005-PCW    DOE v. Catholic Bishop of Spokane
  05-80006-PCW    Corrigan et al. v. Catholic Bishop of Spokane
  05-80007-PCW    SB et al. v. Catholic Bishop of Spokane
  05-80008-PCW    Ross v. Catholic Bishop of Spokane
  05-80009-PCW    Maguire v. Catholic Bishop of Spokane
  05-80010-PCW    Shea v. Catholic Bishop of Spokane
  05-80011-PCW    RF et al. v. Catholic Bishop of Spokane
  05-80012-PCW    Newbury et al. v. Catholic Bishop of Spokane
  05-80013-PCW    WM et al. v. Catholic Bishop of Spokane
  05-80014-PCW    T.C. et al. v. Catholic Bishop of Spokane
  05-80015-PCW    J.D. v. Catholic Bishop of Spokane
  05-80016-PCW    Corrigan v. Catholic Bishop of Spokane
  05-80017-PCW    D.C. v. Catholic Bishop of Spokane
  05-80018-PCW    DOE v. Catholic Bishop of Spokane
  05-80019-PCW    Doe v. Catholic Bishop of Spokane
  05-80020-PCW    DOE v. Catholic Bishop of Spokane
  05-80021-PCW    JN v. Catholic Bishop of Spokane
  05-80022-PCW    LK v. Catholic Bishop of Spokane
  05-80023-PCW    Green et al. v. Catholic Bishop of Spokane
  05-80024-PCW    Pacific Insurance Company et al. v. Catholic
                  Bishop of Spokane
  05-80038-PCW    Committee of Tort Litigants v. Catholic
                  Diocese of Spokane

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)


CHESAPEAKE ENERGY: Fitch Puts BB Rating on $600MM Note Offering
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Chesapeake Energy's
proposed $600 million senior unsecured note offering and a 'B+'
rating to the proposed $400 million convertible preferred stock
issuance.  Additionally, Fitch has affirmed the ratings of
Chesapeake's senior secured revolving credit facility and hedge
facility at 'BBB-'.  The Rating Outlook is Stable.

Chesapeake announced it expects to issue $600 million of senior
unsecured notes and $400 million of convertible preferred stock
with proceeds used to acquire $686 million of properties, reduce
credit facility debt by $293 million and for miscellaneous fees
and expenses.

Chesapeake announced it had entered into four independent
agreements with private sellers of oil and gas assets for an
aggregate of $686.4 million in cash.  Management estimates that
the total proved reserves associated with these acquisitions is
approximately 289 billion cubic feet equivalent -- bcfe, which
implies a valuation of $2.38 per proved thousand cubic feet
equivalent -- mcfe.  Similar to recent Chesapeake acquisitions ,
these reserves are located outside of the Mid-Continent region and
have a large proved undeveloped component (64%).

The assets being acquired are located in South Texas, the Texas
Gulf Coast, East Texas and the Permian Basin.  While Fitch does
have concerns regarding the high multiple paid for the proved
reserves and the low amount of proved developed producing reserves
acquired, the transactions will do little to change the overall
risk profile of Chesapeake.

The ratings are supported by the size and quality of Chesapeake's
reserves, the company's strong operations and its conservative
funding strategy employed to finance the growth in recent years.
Pro forma for the previously mentioned transactions, Chesapeake
will have 5.4 trillion cubic feet equivalent -- tcfe -- of proved
reserves with a reserve life exceeding 12 years.  Approximately
63% of its reserves are proved developed producing -- PDP -- and
about 74% of its reserves are externally prepared by a third
party.  Approximately 65% of its reserves are in the very familiar
Mid-Continent region, 14% in the Barnett Shale, 11% in the Permian
Basin and 10% in the Gulf Coast.  Total debt after completion of
the proposed debt offering will be about $3.7 billion, providing
debt of approximately $0.68 per mcfe and debt of $1.08 per PDP
mcfe, relatively high compared to its peers.

Equally important as the risk profile of Chesapeake's reserves is
how it has funded its aggressive growth strategy.  More than half
of Chesapeake's reserve growth in the past three years has come
through acquisitions.  Notably, it has funded these acquisitions
in a relatively balanced manner through internally generated cash
flow as well as equity and debt issuances.  Chesapeake has raised
about $1.7 billion of equity (common and preferred) while issuing
$1.7 billion of debt in the last three years.

Chesapeake's reserve replacement success, credit profile and
dividend payments were also considered in the rating.
Chesapeake's reserve replacement over the last three years was
more than 400% and its organic replacement during the same period
exceeded 200%, demonstrating the company's ability to grow through
the drill-bit.  While the latest acquisitions are higher than
Chesapeake's three year average finding, development and
acquisition costs of $1.66 per mcfe, the low lifting costs
associated with those properties partially offset Fitch's concern.
Chesapeake's latest 12 months adjusted interest coverage exceeded
7.0 times and adjusted debt-to-EBITDA was under 2.0x.  In a lower
price environment ($4.50 per mcf natural gas and $27 per barrel
oil), Fitch estimates that Chesapeake could generate adjusted
interest coverage greater than 4.0x and adjusted debt-to-EBITDA of
less than 3.5x.

The Stable Rating Outlook is based on several factors including a
continued conservative funding strategy for future acquisitions, a
relatively unchanged risk profile with regards to its reserves and
stable lifting and finding costs.  Positive rating actions are
limited by the company's relatively high debt to reserve ratios
and its increasingly high percentage of PUD's.


COMMUNITY GENERAL: S&P Lifts Bond Rating to BB+ from BB
-------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB+' from
'BB' on the series 1993B bonds issued by Onondaga County
Industrial Development Agency, New York for Community General
Hospital (CGH) of Greater Syracuse and the series 1993A bonds
issued by CGH.  The outlook is stable.

The higher rating reflects:

      (1) two years of improved liquidity, with 72 days' cash on
          hand for fiscal 2004;

      (2) a three-year trend of improved operating results, with
          an operating income of $261,000 for fiscal 2004;

      (3) continued increases in CGH's overall case mix index; and

      (4) reductions in its overall average length of stay.

The rating remains non-investment grade, however, due to a
combination of concerns, including persistent decreases in
utilization and the hospital's need for significant capital
spending in the near future.

In 2004, CGH sold an affiliated durable medical equipment business
and the proceeds are currently listed as Community General
Foundation's assets.  CGH anticipates that about $1 million of
those funds will be allocated to the hospital in fiscal 2005.  CGH
intends to fund a portion of its 2005 capital spending ($4.9
million) through a fixed-rate debt issuance provided by the state
issuing authority.  If this financing is included, pro forma debt
to capital is elevated to 57%.  CGH's average age of plant is high
at 14.4 years, which creates a credit concern, given the
hospital's need for significant capital spending in the near
future.

CGH is projecting that fiscal 2005's operating performance will be
in line with that of 2004.  CGH intends to fund its pension plan
at the required level of about $2.3 million in fiscal 2005, with
possibly an additional payment later in the year.  In anticipation
of this additional funding, CGH sets aside funds on a weekly basis
and they are available on an as-needed basis.

"The outlook is stable due to CGH's ability to sustain its
profitability and increase its cash reserves in 2003 and 2004, and
Standard & Poor's expects that 2005's results will be comparable,"
said Standard & Poor's credit analyst Jennifer Soule.

To achieve a higher rating, the hospital will need to more
dramatically improve its operating performance, increase
utilization volumes, and continue to build on its existing cash
reserves.  This may be a challenge because of the hospital's
continued need to increase its capital spending.

CGH currently maintains a 14% market share in the competitive
Syracuse, New York marketplace.  It has $15 million in total bonds
outstanding and is not currently party to any swap agreements.


CONTINENTAL AIRLINES: Debbie McCoy Retires From SVP Position
------------------------------------------------------------
Debbie McCoy, Continental Airlines' (NYSE: CAL) senior vice
president-flight operations, informed the company of her intent to
retire, following a 26-year career.

Ms. McCoy started her Continental career as a pilot and is captain
qualified on the DC9, MD80, A300, DC10, B757 and B767.  Ms. McCoy
later held positions of increasing responsibility including check
airman, FAA designated examiner, fleet manager, director of flight
standards and training, senior director of operational
performance, and vice president of flight training and inflight.
In her current role, Ms. McCoy is responsible for pilots, flight
attendants, worldwide safety and regulatory compliance, food
services and Chelsea Catering, crewmember standards and training,
crew resources and System Operations Coordination Center,
overseeing more than 16,000 employees and 1,200 daily worldwide
flights.

"Debbie has been instrumental in helping Continental achieve
operational excellence at a level that has really redefined the
meaning of a consistent and reliable product for major network
airlines," said Chairman and CEO Larry Kellner.  "Debbie has
established a great team that will guide us for years to come.
Along with the rest of the leadership, we thank her for her many
years and contributions."

Ms. McCoy is the first and only woman to head a major commercial
airline pilot group.  She has been a role model in the industry
and within the company and has played a large role in promoting
diversity at Continental, supporting the Women in Aviation
Conference and the Organization of Black Airline Pilots.
Recently, under Ms. McCoy's leadership, Continental became the
only airline to win the Flight Safety Foundation's Richard Teller
Crane Founder's Award for flight safety.

Ms. McCoy's position will not be filled and her team will report
to Mark Moran, executive vice president operations.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows
$10.8 billion in assets and $685 million in shareholder equity.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CREDIT SUISSE: Fitch Downgrades Two Mortgage Certs. One Notch
-------------------------------------------------------------
Fitch Ratings downgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1999-C1:

     -- $11.7 million class J to 'B+' from 'BB-';
     -- $11.7 million class K to 'B-' from 'B' and removed from
        Rating Watch Negative.

In addition, Fitch affirms these classes:

     -- $79.4 million class A-1 'AAA';
     -- $660.5 million class A-2 'AAA';
     -- Interest-only class A-X 'AAA';
     -- $52.6 million class B 'AA';
     -- $58.5 million class C 'A';
     -- $14.7 million class D 'A-';
     -- $40.9 million class E 'BBB';
     -- $20.5 million class F 'BBB-';
     -- $32.2 million class G 'BB+';
     -- $23.4 million class H 'BB'.

The $2 million class N certificates remain at 'C'.  Fitch does not
rate the $15.8 million class L, the $9.3 million class M, or class
O, which has been reduced to zero due to realized losses.

The downgrades reflect the expected losses on the specially
serviced loans.  As of the March 2005 distribution date, the pool
has paid down 11.7% to $1.03 billion from $1.17 billion at
issuance.

Six assets (6.4%) are currently in special servicing:

          * three real estate owned properties (6%);
          * one loan that is 90+ days delinquent (0.1%);
          * one loan that is 30 days delinquent (0.1%); and
          * one loan that is current (0.2%).

The largest REO property (3.1%) is an office located in Canton,
Massachusetts.  The property is being marketed for sale and
current offers, as well as the October 2004 appraisal, indicate
sizable losses are likely.  The second largest REO property (2.4%)
is an offsite airport parking facility located in Edmundson,
Missouri.  The property is expected to be sold as part of a
portfolio, with the allocation toward this property expected to
result in losses.  Losses are also expected on the third largest
REO property (0.4%); however, no losses are expected on the
remaining three specially serviced loans (0.4%) at this time.

The Binnings Building loan, which was specially serviced and
represented 0.6% of the pool, paid off in full in March 2005.
Yield maintenance, default interest, and late charges, however,
were waived as a condition of the payoff.

In addition to the specially serviced loans mentioned above, 33
loans (24.3%) are considered Fitch loans of concern due to
decreases in DSCR and occupancy or other performance issues.
These loans' higher likelihood of default was incorporated into
Fitch's analysis.  The largest of these loans is the Tallahassee
Mall loan (4.4%), secured by a mall in Tallahassee, Florida, which
has seen a drop in net cash flow since issuance due to an increase
in operating expenses.


DMX MUSIC: Hires Robert L. Berger & Associates as Claims Agent
--------------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Robert L. Berger & Associates, LLC, as their
claims, noticing and balloting agent.

The Debtors estimate they have over one thousand potential
creditors and they believe that Berger & Associates will be able
to help them effectively and efficiently serve notices to these
creditors.

As claims, noticing and balloting agent, Berger & Associates will:

    a. maintain the list of the Debtors' creditors;

    b. be responsible for the mailing of the notice(s) of the
       commencement and deadline to file Proofs of Claim to all
       creditors of the Debtors;

    c. serve as the Court's agent for the receipt and docketing
       of all proofs of claim filed against the Debtors;

    d. provide the Debtors with consulting and computer software
       services and support for the effective organization,
       management and control of creditors' claims against the
       Debtors; and

    e. provide other administrative services that may be requested
       by the Debtors.

The papers filed with the Bankruptcy Court do not indicate how
much Berger & Associates will be paid for their work.

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.


DOCTORS HOSPITAL: Taps Porter & Hedges as Bankruptcy Counsel
-----------------------------------------------------------------
Doctors Hospital 1997 LP, dba Doctors Hospital Parkway-Tidwell,
asks the U.S. Bankruptcy Court for the Southern District of Texas
for permission to employ Porter & Hedges, L.L.P., as its general
bankruptcy counsel.

Porter & Hedges is expected to:

   a) provide legal advice with respect to the Debtor's rights and
      duties as a debtor-in-possession in the continued operation
      and management of its business operations;

   b) assist, advise and represent the Debtor in analyzing its
      capital structure, the extent and validity of liens, cash
      collateral stipulations and contested matters;

   c) assist, advise and represent the Debtor in postpetition
      financing transactions, in the formulation of a disclosure
      statement and plan of reorganization and in obtaining
      confirmation and consummation of that plan;

   d) assist, advise and represent the Debtor in any manner
      relevant to preserving and protecting the Debtor's estate,
      and in investigating and prosecuting preferences, fraudulent
      transfers and other actions arising under the Debtor's
      bankruptcy avoiding powers;

   d) prepare on behalf of the Debtor all necessary applications,
      motions, answers, orders, reports, and other legal papers,
      and appear in Court to protect Debtor's interests;

   e) assist, advise and represent the Debtor in administrative
      matters, in any litigation matters, and in general corporate
      matters; and

   f) perform all other legal services for the Debtor which may be
      necessary and proper in its bankruptcy  proceedings;

James M. Vaughn, Esq., a Member of Porter & Hedges, is the lead
attorney for the Debtor.  Mr. Vaughn discloses that the Firm
received a $118,139 retainer.

Mr. Vaughn reports Porter & Hedges' professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $295 - $650
      Counsel                       $240 - $400
      Associates/Staff Attorneys    $190 - $350
      Paralegals/Law Clerks         $125 - $175

Porter & Hedges assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
When the Debtor filed for protection from its creditors, it listed
total assets of $41,643.252 and total debts of $66,306.939.


DOCTORS HOSPITAL: Look for Bankruptcy Schedules on May 31
---------------------------------------------------------
Doctors Hospital 1997 LP asks the U.S. Bankruptcy Court for the
Southern District of Texas for more time to file its Schedules of
Assets and Liabilities, Statements of Financial Affairs, and List
of Executory Contracts and Unexpired Leases.  The Debtor wants
until May 31, 2005, to file those documents.

The Debtor gives the Court three reasons in support of its
request:

   a) the substantial size, scope and complexity of the Debtor's
      chapter 11 case and the volume of material that must be
      compiled and reviewed by its limited staff to complete and
      prepare the Schedules and Statements;

   b) since the start of its bankruptcy proceedings, the Debtor's
      accounting and financial staff have been faced with the
      demands of negotiating post-petition credit facilities with
      GE HFS Holdings, Inc., and managing limited accounts
      receivable and available cash under its pre-petition
      revolving credit facility with GE HFS; and

   c) the Debtor's staff had too many pressing demands facing it,
      including continuing the operations of the Tidwell and
      Parker hospital facilities and maintaining a minimal level
      of supplies for those two hospitals.

The Court will convene a hearing at 3:30 p.m., on April 20, 2005,
to consider the merits of the Debtor's request.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643.252 and total debts of $66,306.939.


EASYLINK SERVICES: Auditors Continue to Have Going Concern Doubt
----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY) filed its annual
report on Form 10-K for the year ended Dec. 31, 2004, with the
Securities and Exchange Commission this week.  On April 1, 2005,
the Company had announced that it had filed a Form 12b-25
indicating that it would complete its Form 10-K filing within 15
days.  The Company's 2004 financial results contained in the
annual report are the same as those previously announced.

Thomas Murawski, President and Chief Executive Officer of EasyLink
said: "2004 was another milestone year for EasyLink as we achieved
our first full year of profitable operations and we obtained a new
$15 million financing from Wells Fargo to refinance all our
previous debt and to provide capital for the company's growth."

                       Going Concern Doubt

Notwithstanding the significant improvements in EasyLink's
financial condition and results of operations over the past three
years, the Company has again received a going concern
qualification from its auditors stating that EasyLink has a
working capital deficiency and an accumulated deficit that raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company also received a going concern
qualification from its auditors for each of the years ended
December 31, 2000, 2001, 2002 and 2003.

                        About the Company

EasyLink Services Corporation (NASDAQ: EASY) --
http://www.EasyLink.com/-- headquartered in Piscataway, New
Jersey, is a leading global provider of services that power the
exchange of information between enterprises, their trading
communities, and their customers. EasyLink's global network
handles over 1 million transactions every business day on behalf
of over 60 of the Fortune 100 and 20,000 other companies
worldwide. EasyLink facilitates transactions that are integral to
the movement of money, materials, products, and people in the
global economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps companies
become more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically.


ENGINEERING DESIGN: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Engineering Design Group, Inc.
             c/o Grisanti, Galef & Goldress, Inc.
             333 Sandy Springs Circle, Suite 106
             Atlanta, Georgia 30328

Bankruptcy Case No.: 05-66857

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sterling-EDG, Inc.                         05-66855

Chapter 11 Petition Date: April 12, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Karen Fagin White, Esq.
                  Cohen Pollock Merlin Axelrod & Small
                  Suite 1600, 3350 Riverwood Parkway
                  Atlanta, Georgia 30339-6401
                  Tel: (770) 858-1288

                       Estimated Assets       Estimated Debts
                       ----------------       ---------------
Engineering Design     $500,000 to            $1 Million to
Group, Inc             $1 Million             $10 Million

Sterling-EDG, Inc.     Less than $50,000      $1 Million to
                                              $10 Million


A. Engineering Design Group, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chatham Investment            Value of security:      $3,600,000
Fund, LLC                     $700,000
c/o Michael Haber, Esq.
1230 Peachtree St,
Suite 3100
Atlanta, GA 30309

HSI Electric                                            $374,125
2234 Hoonee Place
Honolulu, HI 96819

ABB Automation                                          $154,770
501 Merritt 7
Norwalk, CT 06851

Chapman & Intrieri                                       $60,881

Spence Law Firm                                          $30,805

Avis Rent-a-Car                                          $28,962

CGLIC ­ Phoenix EASC                                     $26,268

WorldCom (now MCI)                                       $19,850

WorldCom (now MCI)                                       $12,411

Automotive Rentals,Inc.                                  $11,633

Oklahoma Natural Gas Company                              $3,251

Armstrong Relocation                                      $2,993

Vickers Concrete Sawing, Inc.                             $1,870

Valor Telecom                                             $1,870

Wyandotte NetTel                                          $1,395

Purchase Power                                            $1,350

Ferguson Enterprises                                      $1,126

CT Corporation                                              $980

Phil Porter                                                 $795

Starband Communications                                     $699


B. Sterling-EDG, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chatham Investment            Value of security:      $3,600,000
Fund, LLC                     $700,000
c/o Michael Haber, Esq.
1230 Peachtree St,
Suite 3100

Trammell Crow Company                                    $61,968
2001 Ross Avenue
Suite 3400
Dallas, TX 75201

DLA Piper Rudnick Gray                                   $58,821
Cary US
203 North La Salle
Street, Suite 1900
Chicago, IL 606011293

Randy M Etheridge                                        $15,736

Gambrell & Stolz                                          $8,408

King & Spalding LLP                                       $6,766

Porter & Hedges, LLP                                      $5,751

Therrell Murphy, Jr.                                      $3,158

Neopost USA                                                 $789

CT Corporation                                              $694

Imperial Coffee Service                                     $451

UCAC, Inc.                                                  $425

Ikon Office Solutions                                       $170

Benner Business Forms                                       $146

Culligan of Tulsa                                           $107

Uptime Comm. Consultants                                     $80

Avis RentaCar                                                $72

Prodata Computer                                             $62

American Electric Power                                      $55

AZ Rubber Stamps                                             $54


FORD CREDIT: S&P Puts BB Rating on $59.5 Million Class D Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2005-B's $3.035 billion
asset-backed notes and certificates series 2005-B.

The preliminary ratings are based on information as of April 12,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

      (1) credit support, including subordination of:

            * 7.0% for class A,
            * 4.0% for class B, and
            * 2.0% for class C; and

      (2) a nonamortizing, fully funded reserve account equal to
          0.50% of the initial gross principal balance.

The payment structure also features a turbo mechanism through
which excess spread, after covering losses and building up the
reserve fund to its required level, will be used to pay the
securities until the requisite overcollateralization is reached.

Further, because interest rates have increased since Ford Motor
Credit Co.'s prior securitizations, the discount rate applied to
the subvened loans was increased to 8.75% from 8.00% to prevent a
decline in excess spread, thus allowing hard credit enhancement to
remain unchanged.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                 Preliminary Ratings Assigned
              Ford Credit Auto Owner Trust 2005-B

           Class             Rating         Amount
           -----             ------         ------
           A-1               A-1+        $486,000,000
           A-2               AAA         $990,000,000
           A-3               AAA         $881,000,000
           A-4               AAA         $470,165,000
           B                 A            $89,279,000
           C                 BBB          $59,519,000
           D                 BB           $59,519,000


GOODYEAR TIRE: Closes $3.65 Billion in New Credit Facilities
------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) closed $3.65 billion
in new credit facilities, including:

   -- A $1.5 billion asset-based revolving credit facility due in
      2010, with an interest rate of 1.75 percent over LIBOR,
      which can increase to between 2 percent and 2.25 percent
      over LIBOR if available undrawn amounts are below
      $400 million;

   -- A $1.2 billion second-lien term loan due in 2010, with an
      interest rate of 2.75 percent over LIBOR;

   -- A $300 million third-lien secured term loan facility due in
      2011, with an interest rate of 3.5 percent over LIBOR; and

   -- The euro equivalents of an approximately $650 million credit
      facility for the company's Goodyear Dunlop Tires Europe
      affiliate consisting of a $450 million revolving credit
      facility due in 2010, with an interest rate of 2.75 percent
      over LIBOR, and a $200 million term loan due in 2010, with
      an interest rate of 2.375 percent over LIBOR.

The new credit facilities replace:

   -- A $1.3 billion asset-based credit facility, due in 2006,
      with an interest rate of 4 percent over LIBOR;

   -- A $650 million asset-based term loan, due in 2006, with an
      interest rate of 4.5 percent over LIBOR;

   -- A $680 million deposit funded credit facility, due in 2007,
      with an interest rate of 4.5 percent over LIBOR; and

   -- $650 million in credit facilities for Goodyear Dunlop Tires
      Europe, due April 30, 2005, with an interest rate of 4
      percent over LIBOR.

"Extending our debt maturities is a key component of the company's
capital structure improvement plan," said Richard J. Kramer,
executive vice president and chief financial officer.  "This
refinancing addresses the majority of our maturities through 2009
and provides cost-effective financing."

               Restatement of Financial Statements

On November 5, 2004, the Company said it would file an amended
2003 Form 10-K to include summarized financial information related
to certain investments in affiliates.  The Company also announced
a restatement of its previously reported financial statements to
reflect adjustments that reduced net income through all periods up
to and including the year ended December 31, 2003, by $7.6
million.  The restatement also includes an adjustment to correct a
misclassification of approximately $360 million of deferred income
tax assets and liabilities in its consolidated balance sheet at
December 31, 2003.  This adjustment had no effect on net income.
These adjustments were identified prior to the filing of, and
included in, its Form 10-Q for the quarter ending September 30,
2004, and are included in the Company's 2004 Form 10-K.  The
Company said it intends to file an amended Form 10-K for the year
ended December 31, 2003, as expeditiously as possible.

Subsequent to the filing of the Form 10-Q for the quarter ended
September 30, 2004, on November 9, 2004, the Company identified
additional adjustments that resulted in the further restatement of
prior-period financial statements.  These additional adjustments
reduced net income for all periods up to and including the year
ended December 31, 2003, by $17.7 million and have been reflected
in the Company's 2004 Form 10-K.

Certain 2004 and 2003 quarterly financial information has also
been restated in the Company's Form 10-K to reflect adjustments to
its previously reported financial information included in its Form
10-Q filings for the quarters ended March 31, 2004, June 30, 2004,
and September 30, 2004.  These adjustments included a benefit of
$3.0 million to 2004 year-to-date net income included in the Form
10-Q for the quarter ended September 30, 2004.  An additional
benefit of $2.5 million to 2004 year-to-date net income was
identified subsequent to the filing of the third quarter Form 10-Q
and is included in the Company's 2004 Form 10-K.  The Company said
it intends to file amended Form 10-Qs for these quarterly periods
of 2004 as expeditiously as possible.

                        About the Company

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's
largest tire company.  Headquartered in Akron, the company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries.  It has marketing
operations in almost every country around the world.  Goodyear
employs more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Moody's Investors Service assigned a rating of B3 to a new
$300 million junior lien term loan of Goodyear Tire & Rubber
Company.  The new six-year loan will be pari passu with junior
lien notes issued under a March 2004 indenture for a 144A
placement of $650 million and takes the total amount of junior
lien obligations to approximately $950 million, all of which will
mature in March 2011.

In a March 7, 2005 rating action, Moody's affirmed the ratings of
Goodyear (senior implied at B1, first lien at B1, second lien at
B2 and senior unsecured at B3) and maintained a negative outlook.
The negative outlook reflected uncertainties and prospective
delays associated with the company's need to restate previous
financial statements, an examination by its auditors of internal
control matters, and a lingering SEC investigation.  Moody's
acknowledges that the company has completed its filings with the
SEC, including an audited financial statement for the year ending
December 31, 2004 and earlier restatements.  The auditor's opinion
and management's assessment cite certain internal control matters.
The rating agency will be reviewing these issues in greater detail
in the near future, whereupon the outlook will be revisited.


GREYHOUND LINES: S&P Junks Corporate Credit Rating at CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Greyhound Lines Inc., including the 'CCC+' corporate credit
rating.  At the same time, the outlook is revised to positive from
developing.

"The outlook change reflects Greyhound's successful resolution of
the default judgment pending against it and the potential for a
higher rating if the company's restructuring actions are
successful in improving operating performance and credit
protection measures," said Standard & Poor's credit analyst Lisa
Jenkins.  Ratings are currently constrained by competitive market
conditions and the company's high debt leverage.  Greyhound is
owned by Laidlaw International Inc. (BB/Watch Pos/--).  Laidlaw
does not guarantee Greyhound's debt and its financial support of
Greyhound is currently limited to just $15 million.

Greyhound, the nation's largest intercity bus company, provides
service to more than 2,200 destinations, with a fleet of
approximately 2,700 buses.  It faces intense competition from
airlines offering low fares, automobile travel and, in certain
markets, trains and lower-cost regional bus lines.  Management
acknowledges the need to improve the financial performance of the
company and has undertaken a number of initiatives to achieve
better results.  The company has increased its focus on yields and
reduced passenger miles in long-haul markets.

In July 2004, management announced a long-range strategy to
improve operating performance.  The first phase, which began in
August 2004, involved the establishment of a smaller, simpler
network of routes in the northwestern region of the U.S.  Full
implementation of the strategy across the U.S. network is expected
by the summer of 2006.  The important Northeast region will be the
last region addressed.  When the program is completed, Greyhound
expects to achieve a 15%-20% increase in revenue per mile, with a
15%-20% decline in revenue and a 25%-35% decline in bus miles.

These restructuring efforts should lead to higher margins and a
better return on assets.  However, the magnitude of the
improvement may be constrained by continuing challenging industry
conditions, continuing high fuel prices, and capital requirements.
Greyhound has curtailed its spending on buses in recent years in
response to profit pressures and restructuring activities that
have reduced the requirement for investment in buses.  However,
the company will eventually have to replace its aging fleet.  The
average age of Greyhound's fleet, excluding about 150 buses deemed
to be excess capacity, was 7.7 years at year-end 2004.

Although operating performance has improved somewhat over the past
year, the financial profile remains weak.  Debt to EBITDA at year-
end 2004 was close to 5x.  While this is better than the almost
6x level recorded at yearend 2003, it is still aggressive,
especially given the capital-intensive and competitive nature of
the business.

Restructuring actions, yield-improvement strategies, and cost
cutting efforts should lead to improved operating performance over
time, which could prompt an upgrade of the ratings.  However, if
competitive pressures, increased capital spending requirements, or
an inability to offset higher fuel prices results in a reversal of
the improvement trend, the outlook is likely to be revised to
stable or negative, depending upon the degree of financial
pressure.


GRUPO IUSACELL: Receives Frequency Auction Results from COFETEL
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., (BMV: CEL, NYSE: CEL) received from
the Mexican Federal Telecommunications Commission -- COFETEL --
the results of the auction of several frequency bands of the
radioelectric spectrum for the furnishing of fixed and mobile
wireless service.

Grupo Iusacell, through its subsidiary Iusacell PCS de Mexico, was
allocated 10 MHZ in the PCS regions 2, 3, 5, 6, 7, 8 and 9.

By obtaining these frequencies, Iusacell becomes a company with
national coverage, which is the objective Iusacell has been
pursuing for some time, and has secured sufficient spectrum to be
able to offer more and better services to its customers in the
future.

                        About the Company

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.

Independent of the negotiations towards the restructuring of its
debt, Iusacell reinforces its commitment with customers, employees
and suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication and
data services through state-of-the-art technology, such as its new
3G network, throughout all of the regions in which it operates.

At Dec. 31, 2004, Grupo Iusacell's balance sheet showed a
Ps$1,079,166 stockholders' deficit, compared to a Ps$903,927 of
positive equity at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter Latin America on
March 9, 2005, Fitch Ratings has withdrawn the 'D' foreign and
local currency debt ratings for holding Company Grupo Iusacell,
S.A. de C.V. and operating Company Grupo Iusacell Celular, S.A. de
C.V. (collectively referred to as Iusacell) consistent with
Fitch's policies.  Fitch also withdraws its 'D' ratings on
$500 million in outstanding securities, including $350 million
senior notes due 2006 and $150 million senior notes due 2004.

The 'D' ratings for these defaulted notes reflect the payment
default that took place during 2003 and suggest potential
recovery levels for bondholders of less than 50% of principal.
Iusacell is a wireless operator in Mexico with 1.46 million
subscribers at Dec. 31, 2004.


HAPPY KIDS: Gets Final OK for DIP Financing & Cash Collateral Use
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Happy Kids Inc. and its debtor-affiliates final approval:

   a) to obtain post-petition financing and factoring and grant
      security interests and superpriority administrative expense
      status pursuant to pursuant to 11 U.S.C. Sections 105 and
      364(c);

   b) to enter into agreements with the CIT Group/Commercial
      Services, Inc., in its capacity as Agent and Pre-Petition
      Collateral Agent for itself and the other Post-Petition
      Revolving Loan Lenders, and in its capacity as Factor;

   c) to provide adequate protection to Deutsche Bank Trust
      Company Americas in its capacity as Agent for the Post-
      Petition Term Loan Lenders; and

   d) to use Cash Collateral securing repayment of pre-petition
      obligations to the Pre-Petition Revolving Loan Lenders and
      Term Loan Lenders.

                         Pre-Petition Debt

Under various loan agreements, the Debtors owe:

   Pre-Petition Lender              Amount Owed
   -------------------              -----------
   Revolving Loan Agent             $34,456,000
   and Revolving Loan Lenders

   Term Loan Lenders                $21,000,000
                                    -----------
                                    $65,456,000

              Use of DIP Loans and Cash Collateral

The Debtors will use CIT Group's DIP Loans and the Pre-Petition
Revolving Loan Lenders and Term Loan Lenders' Cash Collateral to
finance the continued operation of their businesses, to minimize
the disruption of their business operations, and to manage and
preserve the assets of the estates in order to maximize the
recovery for their creditors.

          Post-Petition Financing & Adequate Protection

The Bankruptcy Court authorizes the Debtors to obtain Post-
Petition financing from CIT Group for up to $53 million under a
DIP Facility.

To secure the repayment of any and all Post-Petition Obligations,
the Post-Petition Revolving Loan Lenders and Term Loan Lenders are
granted valid and perfected first priority security interests and
liens, superior to all other liens, claims and security interests
on all of the Debtors' Pre-Petition and Post-Petition Collateral.

                Modification of the Automatic Stay

The Court has modified the automatic stay provisions of Section
362 of the Bankruptcy Code.  The Court authorizes CIT Group,
Deutsche Bank, and the Post-Petition Revolving Loan Lenders and
Term Loan Lenders to proceed against the Debtors' Collateral and
any other assets and properties to obtain the full repayment of
all Post-Petition Obligations upon the occurrence or continuation
of an Event of Default.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HAPPY KIDS: Wants Exclusive Filing Period Extended Until Aug. 31
----------------------------------------------------------------
Happy Kids Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for an extension,
through and including August 31, 2005, of the time within which
they alone can file a chapter 11 plan.  The Debtors also ask the
Court for more time to solicit acceptances of that plan from their
creditors, through Oct. 31, 2005.

The Debtors give the Court four reasons why their exclusive
periods should be extended:

   a) the Debtors' chapter 11 cases are huge and complex, with
      tens of millions of dollars of pre-petition credit
      facilities, hundreds of creditors and other parties-in-
      interest, numerous leases and executory contracts, numerous
      bank accounts, and substantial business relations with
      parties throughout the U.S. and abroad;

   b) the Debtors have made substantial progress in resolving the
      myriad issues facing their estates, including efforts to
      ensure the success and vitality of their businesses while
      under chapter 11 protection;

   c) the requested extension will not harm the Debtors' creditors
      because CIT Group, the Debtors' post-petition lender, and
      the Creditors Committee have continued to be involved in all
      aspects of the Debtors' reorganization process; and

   d) the Debtors are paying all their ongoing expenses as they
      become due.

The Court will convene a hearing at 10:00 a.m., on April 21, 2005,
to consider the merits of the Debtors' request.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HUFFY CORP: Hires Marcum & Kleigman as Auditors
-----------------------------------------------
Huffy Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, to employ Marcum & Kleigman
LLP as their accountants and independent auditors.

As previously reported, Huffy withdrew its application to hire
KMPG LLP as auditors after the U.S. Trustee and the Official
Committee of Unsecured Creditors objected to the firm's retention.

Marcum & Kleigman is expected to:

     a) audit the Debtors' consolidated financial statements for
        2003, 2004 and 2005;

     b) research and advise the Debtors on special bankruptcy
        issues and accounting issues;

     c) review tax returns;

     d) conduct ERISA plan audits; and

     e) do other related services as may be required by the
        Debtors.

The Debtors will pay Marcum & Kleigman professionals based on
their current hourly rates:

               Designation                    Rate
               -----------                    ----
               Partners & Principals       $325 - $435
               Managers                    $200 - $325
               Senior Accountants          $150 - $200
               Assistant Staff             $100 - $175
               Administrative               $75 - $100

David Craig Bukzin, at Marcum & Kleigman, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


INSBANC INC.: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Insbanc, Inc.
        1925 Frederica Street
        Owensboro, Kentucky 42301

Bankruptcy Case No.: 05-32482

Type of Business: The Debtor is an insurance company.

Chapter 11 Petition Date: April 13, 2005

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Peter B. Lewis, Esq.
                  121 West 2nd Street
                  Owensboro, Kentucky 42303
                  Tel: (270) 688-0074

Total Assets: $218,678

Total Debts:  $3,016,636

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
National City                 Operating capital         $850,000
3030 E. 4th Street
Owensboro, KY 42301

ING Reliastar                 Compensation              $800,000
20 Washington Avenue S.       advance repayment
Minneapolis, MN 554011900     arrangement

Life Event Advantage          Compensation              $500,000
One National Life Drive       advance repayment
Montpelier, VT 05604          arrangement

Eric Anderson                 Loan to company           $406,950
1925 Frederica Street         for operating
Owensboro, KY 42301           capital

Hartford Life & Annuity       Compensation              $209,686
200 Hopmeadow Street          advance repayment
Simsbury, CT 06089            arrangement

Fidelity & Guaranty Life      Compensation              $200,000
Insurance Co                  advance repayment
1001 Fleet Street             arrangement
Baltimore, MD 21202

National City                 Operating capital          $50,000
100 W Third Street
Owensboro, KY 42303


INTEGRATED HEALTH: Wants Removal Action Period Extended to June 6
-----------------------------------------------------------------
IHS Liquidating, LLC, the successor-in-interest to Integrated
Health Services, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which it can file notices of removal with respect to
pending prepetition civil actions, through and including June 6,
2005.

IHS Liquidating is responsible for, inter alia, litigating,
settling or otherwise resolving disputed claims against the
Debtors, some of which are the subject of actions currently
pending in the courts of various states and federal districts.
According to Alfred Villoch, III, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, IHS Liquidating is in the
process of investigating the Prepetition Actions to determine
which, if any, will be litigated, and if so, whether they should
be removed pursuant to Rule 9027(a) of the Federal Rules of
Bankruptcy Procedure.

A further extension, Mr. Villoch explains, will give IHS
Liquidating more time to make more fully informed decisions
concerning the removal of each Prepetition Action and will assure
that IHS Liquidating does not forfeit the valuable rights afforded
to it under Section 1452 of the Judiciary Code.  In addition, the
rights of IHS Liquidating's adversaries will not be prejudiced by
an extension, as any party to a Prepetition Action that is removed
may seek to have it remanded to the state court.

The Court will convene a hearing on May 24, 2005, to consider IHS
Liquidating's request.  IHS Liquidating's Removal Period is
automatically extended through the conclusion of that hearing by
application of Del.Bankr.LR 9006-2.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ISLAND REFRIGERATION: Case Summary & 34 Largest Creditors
---------------------------------------------------------
Debtor: Island Refrigeration, Ltd.
        1811 Newbridge Road
        North Bellmore, New York 11710

Bankruptcy Case No.: 05-82440

Type of Business: The Debtor sells restaurant equipment &
                  supplies.  See
                  http://www.bbbnewyork.org/businessreports/?id=30962

Chapter 11 Petition Date: April 13, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Michael J. Macco, Esq.
                  Macco & Stern, LLP
                  135 Pinelawn Road, Suite 120 South
                  Melville, New York 11747
                  Tel: (631) 549-7900
                  Fax: (631) 549-7845

Total Assets:  $226,300

Total Debts: $1,031,808

Debtor's 34 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
National Refrigeration                         $60,297
P.O. Box 82-0107
Philadelphia, PA 19182

Hussmann                                       $44,738
140 East State Street
Gloversville, NY 12078

Wayne Puleo                                    $42,951
240 Normandy Road
N.Massapequa, NY 11758

Storch                                         $42,179
1435 Watson Avenue
Bronx, NY 10472

United                                         $28,423
11402 Roosevelt Boulevard
Philadelphia, PA 19154

Blue Air                                       $25,920
15001 South Broadway
Gardenia, CA 90248

Abco                                           $22,836
49-70 31st Street
Long Island City, NY 1110

Amerikooler                                    $18,648

Navistar                                       $18,434

Saxony                                         $18,222

Navistar                                       $17,745

Lindox                                         $17,394

S&V                                            $16,215

Xerox                                          $14,170

Sure Kol Refrigeration                         $14,000

Greenfield                                     $13,347

Hoshizaki                                      $13,023

Balter                                         $12,500

Triton                                         $11,753

Blue Flame                                     $11,551

Advantage Air                                  $10,981

Comstock Castle                                 $8,704

Serafino Steven Desimone                        $5,523

Serafino Steven Desimone                        $4,925

Wayne Puleo                                     $4,925

Roe Iadevaia                                    $2,219

Sebastian Puleo                                 $1,456

Sebastian Puleo                                 $1,455

Marion Puleo                                    $1,102

Nicole Puleo                                    $1,033

Roe Iadevaia                                      $953

Denise Desimone                                   $772

Bart Gaczol                                       $608

Denise Desimone                                   $606


JEAN COUTU: Earns $39.9 Million of Net Income in Third Quarter
--------------------------------------------------------------
For the third quarter ended February 26, 2005, Jean Coutu Group's
net earnings were $39.9 million compared with $36.0 million for
the third quarter of the previous fiscal year and a net loss of
$4.0 million in the second quarter of the current year.  There was
an unrealized foreign exchange gain on monetary items of $11.9
million recorded during the current quarter.  The Company has
reviewed these arrangements and their documentation in order to
ensure that all significant monetary items are properly hedged
against future foreign exchange risk.  Earnings before unrealized
gains on financing activities were $27.4 million in the third
quarter compared with $14.8 million in the second quarter.  The
acquired Eckerd drugstores contributed to the substantial
increases in revenues, cost of goods sold and operating expenses
year over year.

Year-to-date earnings before unrealized losses on financing
activities were $66.4 million compared to $100.1 million for the
corresponding period last year.  The unrealized foreign exchange
loss on monetary items for the first three quarters of fiscal 2005
was $8.2 million, reflecting the loss until the arrangements and
documentation became effective.

"The Jean Coutu Group made considerable progress this quarter. We
are pleased with our performance while we complete the integration
of Eckerd and Brooks drugstores," said François J. Coutu,
President and Chief Executive Officer.  "The American network
contributed to revenue growth during the quarter while we
continued the focused execution of our plan.  This quarter's
operating results were negatively affected by the costs of running
several head office infrastructures.  We have made substantial
progress at Eckerd and Brooks and are on track to begin to capture
the integration cost savings while we continue to improve our US
drugstore network performance.  At the same time we will continue
to build on the strong base of our Canadian network."

                              Revenues

The revenues of the Company's Canadian operations for the third
quarter reached $359.4 million compared with $317.9 million for
the third quarter of the 2003-2004 fiscal year, an increase of
$41.5 million or 13.0%.  The third quarter revenues decreased
slightly from the second quarter revenues of $365.7 million.
Third quarter Canadian revenues increased by 6.0% year-over-year
excluding the impact of currency exchange rate fluctuations.

The Company's American operations generated revenues of $2.456
billion, an increase of $1.988 billion or 424.3% over the third
quarter of the previous fiscal year.  Third quarter revenues
increased $125 million or 5.4% over the second quarter 2005
revenues of $2.331 billion.  The acquired Eckerd drugstores
contributed to the substantial increase in year-over-year
revenues.

Year-to-date revenues increased by $4.587 billion or 202.8% to
$6.849 billion from $2.262 billion a year ago.

Highlights:

    -- Gross margins improved to 23.1% during the third quarter
       ended February 26, 2005 from 22.6% in the second quarter.

    -- General and operating expenses stood at 19.9% of revenue in
       the third quarter compared with 19.5% in the second
       quarter, reflecting the cost of running several head office
       infrastructures for most of the latest quarter.  The Eckerd
       integration is on schedule with key milestones completed
       during the quarter.

    -- Third quarter earnings before unrealized losses (gains) on
       financing activities were $27.4 million ($0.10 per share)
       compared with $14.8 million ($0.06 per share) in the second
       quarter.  During the current quarter, there was a $11.9
       million ($0.05 per share) unrealized foreign exchange gain
       on monetary items related to the Eckerd acquisition.  The
       Company has reviewed these arrangements and their
       documentation in order to ensure that all significant
       monetary items are properly hedged against future foreign
       exchange risk.

                           Retail Sales

Retail sales figures are denominated in local currency in order to
exclude the impact of currency rate fluctuations.  In the third
quarter, the Company's Canadian franchise network showed a 5.7%
increase in sales compared with the same period last year.  Third
quarter network sales increased by 5.3% compared with the second
quarter.  The American corporate pharmacy network posted a 424.8%
increase in sales when compared with the same quarter of the 2003-
2004 fiscal year and a 5.4% increase compared with the second
quarter.

In terms of comparable stores, the Canadian network's retail sales
were up 5.5% and in the United States, retail sales rose by 3.4%
compared with the same quarter last year.  This measure does not
include same-store sales for the acquired Eckerd drugstores, which
will be included in same-store sales in August 2005, the Company
says.

The Jean Coutu Group's Canadian franchise network recorded a 6.4%
increase in year-to-date sales.  The American corporate pharmacy
network posted a 331.4% increase in retail sales when compared
with the year-to-date figures of the 2003-2004 fiscal year.

                              OIBA

In the third quarter, Operating income before amortization
amounted to $125.4 million against $66.7 million for the
corresponding quarter last year.  Third quarter OIBA increased
by $8.3 million or 7.1% over the second quarter figure of
$117.1 million.

OIBA for the 39-weeks ended February 26, 2005, improved to
$304.4 million against $187.4 million for the corresponding period
last year.

                     Store Network Development

During the third quarter, 28 drugstores were opened, of which 15
were relocations.  Also, 7 drugstores were closed. At quarter-end,
there were 2,231 stores in the system, comprised of 321 Canadian
PJC stores, and 1,910 Eckerd and Brooks drugstores in the United
States.

                           Lease Accounting

Like several retail companies, the company have begun the review
of its methods of amortization of leasehold improvements and
related lease incentives following the views expressed by the
Office of the Chief Accountant of the Securities and Exchange
Commission on certain operating lease matters.  Even though the
company expects that this review will not have a significant
impact on its results or shareholders' equity, there is a
possibility that it will result in adjustments to its financial
statements for the current and prior years.  The company expects
to complete this review by the end of the 2005 fiscal year.  This
review will not have an effect on the Company's cash flows, Mr.
Coutu says.

                               Outlook

The Company operates its Canadian and US networks with a focus on
sales growth, network renovation, relocation and expansion
projects and operating efficiency.  The Company has completed many
aspects of the Eckerd integration, which was focused on three
principal areas:

     -- Reduction of support functions and other initiatives

        Head and field office head count reductions are
        substantially complete, with net reductions of
        approximately 1,130 positions.  As a result,
        accountability and productivity has been enhanced with the
        streamlining of operations.  The Company will continue to
        move toward the right sized support structure as it
        reduces dual infrastructures.

        To date, key financial systems have been converted and
        integrated, with operating and other systems to come. At
        the same time, efforts are being made to optimize
        logistics and supply chain efficiency.  The Company closed
        a distribution warehouse and renewed an expanded
        pharmaceutical supply agreement with McKesson Corporation.

     -- Operational improvements

        The Company continues to implement plans, processes and
        deploy people to reduce inventory shrink and reallocate
        store labor hours to better serve customer needs.

     -- Growth initiatives

        Customer focused initiatives have been taken and will
        continue to be implemented to enhance merchandising mix,
        simplify advertising and initiate new marketing programs,
        extend store hours, improve pharmacy service, expand the
        sales of health & beauty categories and private label
        while continuing to refine its pricing strategy.  The goal
        is to increase sales based on quality of offering and
        customer service levels.

        The Eckerd and Brooks drugstore network is operational and
        making good progress.  The Company can now begin to
        capture the integration cost savings while it continues to
        improve the performance of its US drugstore network.  At
        the same time, it will continue to build on the strong
        base of its Canadian network.

                                 Dividend

The Board of Directors of The Jean Coutu Group declared a
quarterly dividend of C$0.03 per share.  This dividend is payable
on May 12, 2005, to all holders of Class A Subordinate Voting
shares and holders of Class B shares listed in the Company's
shareholder ledger as of April 28, 2005.

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

                          *     *     *

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


JP MORGAN: Fitch Raises Rating on $51.7MM Mortgage Certs. to BB+
----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1997-C5:

     -- $51.7 million class F to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $252.3 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $51.7 million class B 'AAA';
     -- $56.9 million class C 'AAA'.

Fitch does not rate the $56.9 million class D, $15.5 million class
E, $36.2 million class G, or the $3 million class H certificates.

The upgrade reflects the increased credit enhancement from loan
payoffs and amortization.  As of the March 2005 distribution date,
the pool's aggregate certificate balance has been reduced by 49%
to $524.1 million from $1.03 billion at issuance.  The pool is
well diversified by loan balance and geographic locations.

Four loans (1.6%) are being specially serviced, including one 60
days delinquent (0.6%) and two (0.6%) 90 days delinquent.  Losses
are expected on several of these loans.

The largest specially serviced loan (0.6%) is secured by a retail
property in Covington, Virginia.  The loan is 60 days delinquent
and the special servicer is evaluating workout options.  The
second specially serviced loan (0.43%) is secured by a hotel in
Las Cruces, New Mexico.  The Holiday Inn franchise has expired and
the borrower is trying to sell the property, although the loan
remains current.

Losses realized to-date total $22.8 million, or 2.2% of the
original pool balance.


JWJ NORTH: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JWJ North Star Management, L.L.C.
        dba Best Value Inn & Suites
        dba Racetrack Inn
        6255 IH 37 Highway
        Corpus Christi, Texas 78409

Bankruptcy Case No.: 05-20450

Type of Business: The Debtor operates a number of inns, suites,
                  and hotels in the U.S.
                  See: http://www.bestvalueinn.com/

Chapter 11 Petition Date: April 1, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C. Womble, Jr., Esq.
                  Jordan Hyden Womble and Culbreth
                  500 North Shoreline Boulevard, Suite 900
                  Corpus Christi, Texas 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gexa Corporation              Judgment entered in        $50,394
P.O. Box 659410               Cause No. 812540,701
San Antonio, TX 78265-9410    styled Gexa Corp v.
                              JWJ North Star
                              Management, LLC in
                              County Court-at-Law
                              No. 1, Harris County,
                              Texas

AmPro Energy, Inc.            Utility service            $45,000
P.O. Box 973545
Dallas, TX 75397-3545

City of Corpus Christi        City occupancy             $40,000
Legal Department -            taxes
Collections
1201 Leopard
Corpus Christi, TX 78401

Nationwide Supply, LLC        Goods and/or               $12,384
                              services

City of Corpus Christi        Utilities                  $12,000
Legal Department-
Collections

Lodgenet Entertainment        Claims alleged in           $6,272
Corporation                   Cause No. 05-60070-1
                              styled Lodgenet
                              Entertainment Corporation
                              v. JWJ North Star
                              Management, LLC d/b/a
                              Racetrack Hotel and
                              Suites

Internal Revenue Service      Payroll taxes               $4,000

Best Value Inn Brand          Any and all                Unknown
Membership, Inc.              potential claims for
                              damages arising out of
                              alleged trademark
                              infringement and unfair
                              competition

Direct TV                     Cable television           Unknown
                              service

Douglas Mann                  Attorney's Fess            Unknown
                              and expenses


Legacy                        Long distance              Unknown
                              telephone service

Mcloud USA                    Telephone service          Unknown

State Comptroller of          Sales & franchise          Unknown
                              Public Accounts taxes

Texas Workforce               Taxes                      Unknown

Thomas Gomez                  Damages alleged in         Unknown
                              Cause No. 04-61967-3
                              styled Thomas Gomez v.,
                              pending in County
                              Court-at-Law No. 3,
                              Nueces County, Texas


KAISER ALUMINUM: Bear Stearns Supports Kaiser Liquidation Plans
---------------------------------------------------------------
Bear Stearns & Company, Citadel Equity Fund Ltd., Citadel Credit
Trading Ltd., and JPMorgan Trust Company, National Association --
in its capacity as the successor-in-interest to Bank One Trust
Company as Indenture Trustee on certain bonds issued in 1992 in
total face value of $20 million by the Parish of St. James,
Louisiana -- commenced an adversary proceeding against Kaiser
Aluminum & Chemical Corporation and Law Debenture Trust Company of
New York in 2004, seeking (i) a declaration that KACC had taken a
contractually mandated ministerial step of issuing a designation
of the Gramercy Bonds as "senior indebtedness," or, (ii) in the
alternative, an order directing KACC to issue that Designation.

The Plaintiffs urge the United States Bankruptcy Court for the
District of Delaware to confirm:

   * the Third Amended Joint Plan of Liquidation for Alpart
     Jamaica, Inc. and Kaiser Jamaica Corporation; and

   * the Third Amended Joint Plan of Liquidation for Kaiser
     Alumina Australia Corporation and Kaiser Finance
     Corporation.

The Plaintiffs point out five points which support confirmation of
Third Amended Liquidation Plans:

   (1) KACC expressly agreed to designate its obligations under
       an "Installment Sale Agreement" pursuant to which KACC
       purchased a solid waste disposal facility from St. James
       Parish, including KACC's obligation to fully fund the
       payment of the Gramercy Bonds as "Senior Indebtedness"
       with respect to $400 million in subordinated notes issued
       by KACC in 1993 and guaranteed by Alpart Jamaica, Kaiser
       Jamaica, Kaiser Australia, and Kaiser Finance;

   (2) Law Debenture, the indenture trustee for the Senior
       Subordinated Notes and the holders of those Notes,
       indisputably consented to the subordination of the Senior
       Subordinated Notes to "Senior Indebtedness".

   (3) The Senior Subordinated Noteholders were put on notice
       that the "Senior Indebtedness" would include KACC's
       obligation to fund the Gramercy Bonds.

   (4) A significant constituency of Senior Noteholders --
       parties who would arguably be impacted by the Plaintiffs'
       assertion of their subordination rights -- negotiated, and
       indicated their consent to, a settlement agreement between
       the Plaintiffs and the members of an ad hoc committee
       composed of holders of senior notes non-subordinated in
       the face amount of $400 million issued by KACC in 1994 and
       1996.

   (5) By virtue of their incorporation of the Gramercy
       Settlement, the Third Amended Plans effectuate, to a
       limited extent, the "Senior Indebtedness" status of the
       Gramercy Bond.

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)


KAISER ALUMINUM: Plan Confirmation Hearing to Be Continued
----------------------------------------------------------
Kaiser Aluminum said that yesterday's plan confirmation hearing
before the U.S. Bankruptcy Court for the District of Delaware was
not completed.  The hearing dealt with the confirmation of the two
Liquidating Plans -- as defined in Kaiser's Form 10-K for 2004 --
filed in conjunction with the previously announced sale of
Kaiser's interests in and related to alumina refineries in Jamaica
and Australia.  A further hearing will be scheduled to resume the
confirmation process.

No assurances can be provided as to whether or when the
Liquidating Plans will be confirmed by the Court or ultimately
consummated or, if confirmed and consummated, as to the amount of
distributions to be made to individual creditors of the
liquidating subsidiaries or the company.  Further, the company
cannot predict what the ultimate allocation of distributions among
holders of the company's 9-7/8% Senior Notes, 10-7/8% Senior
Notes, and the 12-3/4% Senior Subordinated Notes will be, when any
such resolution will occur, or what impact any such resolution may
have on the company and its ongoing reorganization efforts.

The Liquidating Plans relate exclusively to the interests in and
related to alumina refineries in Jamaica and Australia and will
have no impact on the normal ongoing fabricated products business
unit or other continuing operations.

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.


LIBERTY MEDIA: Begins Cash Tender Offer for $1B in Debt Securities
------------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) commenced cash tender
offers for up to $1.0 billion in aggregate principal amount of its
outstanding debt securities due 2006.  The tender offers are, in
part, intended to complete Liberty's previously announced debt
reduction program.  To date, Liberty has retired or obtained
rights to retire $725 million of the $1.0 billion in debt
scheduled to be retired by the end of 2005.  Upon closing of the
offers in the maximum amount, Liberty will have completed its $4.5
billion debt reduction program and will have refinanced an
additional $725 million in debt.

The tender offers consist of two separate offers:

    * an offer to purchase any and all of its 3.50% Senior Notes
      due 2006, and

    * an offer to purchase up to a specified maximum amount of its
      Floating Rate Senior Notes due 2006,

in each case, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 6, 2005 and
accompanying Letter of Transmittal.  The maximum principal amount
of Floating Rate Notes Liberty is offering to purchase will be
equal to the difference between the $1.0 billion cap on the
aggregate principal amount subject to the tender offers and the
aggregate principal amount of 3.50% Notes that Liberty accepts for
purchase in the offer for the 3.50% Notes.  As of 5:00 p.m.
Eastern Time on April 5, 2005, $423.974 million of the 3.50% Notes
remained outstanding, and approximately $2.2 billion of the
Floating Rate Notes remained outstanding.

The Tender Offer Consideration for each $1,000 principal amount of
3.50% Notes validly tendered and accepted for purchase in the
offer for those notes will be $988.02, plus any accrued and unpaid
interest on the principal amount of the 3.50% Notes purchased in
that offer, up to but not including the applicable settlement date
for the offer for the 3.50% Notes.  The offer for the 3.50% Notes
is scheduled to expire at 5:00 p.m., New York City time, on
Friday, April 15, 2005, unless extended by Liberty.  The
settlement date for the offer for the 3.50% Notes is expected to
be three business days following the expiration date for such
offer.

The Tender Offer Consideration for each $1,000 principal amount of
Floating Rate Notes validly tendered and accepted for purchase in
the offer for those Notes will be $1,012.36, plus any accrued and
unpaid interest on the principal amount of the Floating Rate Notes
purchased in that offer, up to but not including the applicable
settlement date for the offer for the Floating Rate Notes.  The
offer for the Floating Rate Notes is scheduled to expire at
midnight, New York City time, on Tuesday, May 3, 2005, unless
extended by Liberty. Liberty will also pay an early tender payment
of $2.50 for each $1,000 principal amount of Floating Rate Notes
validly tendered and accepted for purchase in that offer.  The
early tender payment will only be paid in respect of those
Floating Rate Notes that are tendered and not withdrawn at or
prior to the early tender payment deadline, which is 5:00 p.m.,
New York City time, on Friday, April 15, 2005.  The settlement
date for the offer for the Floating Rate Notes is expected to be
three business days following the expiration date for such offer.

If the amount of Floating Rate Notes that are validly tendered and
not withdrawn on or prior to the expiration date for that offer
exceeds the maximum principal amount described above, then Liberty
will accept Floating Rate Notes for payment on a pro rata basis.

Neither of the offers is contingent upon the tender of a minimum
principal amount of notes; however, each offer is conditioned on
the satisfaction or waiver of certain conditions set forth in the
offers to purchase.

Subject to and in accordance with applicable law, Liberty reserves
the right to amend, extend or terminate either or both offers at
any time prior to the applicable expiration date.

Liberty has retained UBS Securities LLC to serve as dealer manager
for the offers, and D.F. King and Co., Inc., to serve as the
information agent. Copies of the offer to purchase and related
documents may be obtained from D.F. King & Co. at (888) 628-9011
or (212) 269-5550.  Questions regarding the tender offer may be
directed to UBS Securities LLC at (888) 722-9555 ext. 4210 (toll-
free) or (203) 719-4210.

This announcement does not constitute an offer to purchase or a
solicitation of any offer to sell with respect to the 3.50% Notes
or the Floating Rate Notes.  The offers are being made solely by
the Offer to Purchase, dated April 6, 2005, and the related Letter
of Transmittal, copies of which are available from the Information
Agent.

                        About the Company

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses classified in four
groups; Interactive, Networks, Tech/Ventures and Corporate.
Liberty Media's businesses include some of the world's most
recognized and respected brands, including QVC, Encore, Starz,
Discovery, IAC/InterActiveCorp, and News Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
Standard & Poor's Ratings Services lowered its ratings on the
corporate bond-backed certificates issued by PreferredPLUS Trust
Series LMG-1, PreferredPLUS Trust Series LMG-2, PPLUS Trust Series
LMG-3, and Corporate Backed Trust Certificates Liberty Media
Debenture Backed Series 2001-32 Trust.  At the same time, the
ratings are removed from CreditWatch negative, where they were
placed Feb. 8, 2005.

The rating actions and CreditWatch removals reflect the lowered
ratings on the underlying securities, the $133.575 million 8.25%
senior debentures due Feb. 1, 2030, the $31 million 8.50% senior
unsecured notes due July 15, 2029, the $30.55 million 8.25% senior
debentures due Feb. 1, 2030, and the $128 million 8.25% senior
debentures issued by Liberty Media Corp., and their removal from
CreditWatch negative, where they were placed Jan. 21, 2005.


MANDRA FORESTRY: S&P Puts B Rating on Proposed $235 Million Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned is 'B' corporate
credit rating to Mandra Forestry Finance Ltd. (Mandra Forestry).

At the same time the ratings agency assigned its 'B' issue rating
to Mandra Forestry's proposed US$235 million bond issue.  The
outlook on the corporate credit rating is stable.  The proceeds
from the issue will be used to acquire up to 270,000 hectares of
forest located in Anhui province in mainland China.

Covenants under the bond indenture help mitigate the start-up
risks associated with Mandra Forestry.  At issuance a portion of
the proceeds, equal to 18 months of interest, will be placed in an
escrow account.  Furthermore, after funding the capitalization of
mainland China's wholly-owned foreign enterprises, offshore
operating expenses, and working capital, proceeds totaling about
US$120 million will be placed in an offshore escrow account to
fund the acquisition of additional plantations.

Proceeds can only be distributed to acquire plantations once the
plantations have been certified by independent consultant JP
Management Consulting (Asia Pacific) Pte. Ltd. to ensure that they
meet certain parameters, and that all the necessary regulatory
approvals have been obtained.  Foreign currency risk will be
hedged for the first few years of the transaction through a
forward currency hedging contract.

Covenants that allow for equity distribution at 50% of accumulated
net profit before the bond is repaid, however, could increase the
refinancing risk on the bonds.  Distributions may be paid 24
months after the bond is issued provided EBITDA to gross interest
is 3x and that the total amount distributed does not exceed US$15
million in any one year and US$50 million before the repayment of
the bond.  Covenants also allow for the use of amounts remaining
in the mainland China escrow accounts after all required transfers
to the security accounts are applied, and the acquisition of the
targeted 270,000 hectares are complete, to fund payments to
acquire a further 50,000 hectares.

There are no sinking fund provisions on the debt and there is no
time limit for asset acquisitions although acquisitions are
expected to be completed within a 24-month period.

Mandra Forestry is a start-up company. The company was formed to
acquire, grow, and harvest standing timber in commercial forests
in Anhui province.  Assets acquired by Mandra Forestry will be
managed with the assistance of Sino-Forest Corp. (Sino-Forest; BB-
/Stable/--) a commercial plantation company that currently
operates in southern China.

Mandra Capital Ltd., through its wholly owned subsidiary Mandra
Resources Ltd., owns 75% of Mandra Forestry Holdings Ltd., Sino-
Forest owns 15%, and Morgan Stanley Dean Witter Equity Funding
Inc. owns the remaining 10%.  Mandra Forestry Holdings Ltd. owns
100% of its subsidiary Mandra Forestry.  Pursuant to the
shareholders' agreement Sino-Forest has the right to purchase all
outstanding equity in Mandra Forestry Holdings Ltd. at the earlier
of the third anniversary of the shareholders' agreement or when
Mandra Forestry acquires 300,000 hectares of forest.

The 'B' rating on Mandra Forestry reflects the following risks:

      * Execution risks associated with the company's acquisition,
        harvesting, and replanting schedule.

        At present Mandra Forestry has no operating history.  The
        company will begin acquiring assets only when proceeds
        from the issue are in hand.  Although Mandra Forestry has
        established a credible business plan, given the magnitude
        of the operation about to be undertaken it is possible
        that current assumptions under the business plan may
        change.  Completion of the plantation acquisition, and the
        harvesting and replanting of trees according to the
        assumptions in the company's business plan will be
        important milestones in terms of reducing execution risks.

      * Regulatory risk as the company does not currently possess
        the required government permits to own, harvest, and
        transport timber products.

        Mandra Forestry expects to secure the required land lease
        rights, harvesting, and transport licenses from
        authorities at the county level. The company will also
        need to secure an increase in its logging quota from the
        provincial and central governments before it can meet its
        planned harvest schedule of 3.2 million cubic meters per
        year beginning in 2006. Undertakings with forestry
        bureaus at the city level help mitigate some concern in
        terms of obtaining the required permits, however, it is
        recognized that regulation in mainland China is fragmented
        and unpredictable.

      * High leverage and limited access to further capital could
        pressure operations in the start-up phase.

        Mandra Forestry's ratio of debt to capitalization for 2005
        is estimated at about 80%.  This high level of debt will
        significantly reduce the company's financial flexibility
        if acquisition costs increase or product pricing comes in
        below estimates.  Additional debt is restricted to US$25
        million, which can be issued at the subsidiary level for
        working capital purposes.

The main strengths of the transaction include the following:

      * Strong demand for wood products in mainland China should
        ensure a ready market for Mandra Forestry's product.

        This mitigates concerns about the cyclical nature of the
        industry.  In particular, within a 200km radius of the
        land that is to be acquired there are many small sawmills,
        plywood factories, medium density fiberboard and particle
        board plants, and pulp and paper mills.

      * Sino-Forest's participation as a project manager brings
        creditable expertise to Mandra Forestry's start-up
        business plan.

        The company's participation as the off-taker of timber
        products also lends certainty to the timely sale of timber
        products and mitigates concerns about negative working
        capital associated with slow recovery of accounts
        receivable.  Sino-Forest manages its own accounts
        receivable so that the outstanding period is 90 days
        or less.  Finally, Sino-Forest's subordinated loan,
        although small at US$15 million, demonstrates the
        company's commitment to the Mandra Forestry acquisition.

      * Undertakings with certain forestry bureaus in Anhui
        province show regulatory support for the project.

        The undertakings grant Mandra Forestry scope to negotiate
        with collectives to acquire plantations in the area.
        Certain forestry bureaus have also committed to dealing
        exclusively with Mandra Forestry until the company
        acquires 270,000 hectares.  Mandra Forestry has also been
        promised assistance in obtaining regulatory licenses and
        permits, including help in securing an increase in logging
        quotas required to complete the company's harvesting plan
        on schedule.

      * Potential for strong cash flows once the project is
        executed.

        The assets to be acquired will be immediately cash
        generative with standing timber gross margins of about
        35%.  Assuming the forecast assumptions are met, cash
        flows should allow Mandra Forestry to support interest
        payments on the bonds and repay them when due.  Forecast
        assumptions on the price of logs, acquisition costs, and
        yields are expected to be achievable given strong demand
        for wood products in the region and limited competition.


MATRIX SERVICE: Obtains Another Waiver from Bank Lenders
--------------------------------------------------------
Matrix Service Co. (Nasdaq: MTRX), a leading industrial services
company, reported total revenues for the third fiscal quarter
ended February 28, 2005, were $111.4 million, compared with $145.2
million recorded a year earlier.  Net loss for the third quarter
of fiscal 2005 was $35.5 million versus net income of $2.3 million
in the third quarter a year ago.

These results include pre-tax charges of $25.0 million for
goodwill impairment, $10.4 million for an additional reserve on
previously disclosed disputed contracts, $1.6 million for
establishing a valuation reserve for a deferred tax asset related
to net operating loss carryforwards and $1.0 million for legal,
Sarbanes Oxley and refinancing activities.

EBITDA for the third quarter of fiscal 2005 was $(35.5) million,
compared with $6.1 million for the same period last year.  Gross
margins on a consolidated basis were 5.3% versus 8.1% reported for
the third quarter a year earlier.

In March 2005, the Company began a restructuring program to reduce
its cost structure and improve operating results.  This
restructuring program could include reductions in workforce and
changes to business plans including the consolidation and closure
of certain facilities or business lines.  The Company expects
these restructuring efforts to continue into Fiscal 2006 and
expects to incur restructuring charges of at least $2.1 million in
the fourth quarter of fiscal 2005.

President and Chief Executive Officer of Matrix Service, Mike Hall
said, "The Company is in a dynamic and changing environment as we
work through the current liquidity issues.  Matrix is benefiting
from positive developments in the Repair and Maintenance sector.
Mandated measures in the Downstream Petroleum Industry have
sharply expanded activity in this sector."

                      Waiver through June 15

On April 8, 2005, the Company received a waiver from its senior
lenders of their rights and remedies arising from any current
violations under the Credit Agreement.  The waiver expires at the
end of the business day on June 15, 2005.  In connection with the
waiver, the Credit Agreement was amended to increase funds
available under the revolving line of credit to the lesser of
$32,000,000 or 75% of the borrowing base.  In addition, upon the
funding of a proposed private placement of convertible
subordinated junior securities, the revolving line of credit would
increase to the lesser of $35,000,000 or 80% of the borrowing base
and the bank group has also indicated they would provide an
incremental $10 million of short term financing to provide
additional liquidity primarily for trade creditors.  "There can be
no assurance that the proposed private placement of convertible
subordinated junior securities or the proposed incremental $10
million of short-term financing will be completed," Matrix
cautions.

Matrix Service's Lenders are:

     * J.P. MORGAN CHASE BANK, N.A., as Agent
     * WACHOVIA BANK, NATIONAL ASSOCIATION
     * UMB BANK, N.A.
     * WELLS FARGO BANK, NA and
     * INTERNATIONAL BANK OF COMMERCE, successor in interest
       to LOCAL OKLAHOMA BANK

Matrix Service disclosed to the Lenders that it violated one or
more of the financial covenants buried in the Credit Agreement
(which are detailed in the April 1, 2005, edition of the Troubled
Company Reporter) and the Company failed to make a $1,905,853
payment due March 7, 2005, under what are known as the Hake Group
Acquisition Documents.

Matrix Service has agreed to pay the Lenders, on or before the
earlier of (A) the Facility Termination Date, (B) March 31, 2006
or (C) any payment in full of the Term Loan (for purposes of
clarity, "Term Loan" does not include Term Loan B):

     -- $166,667 if the Fee Due Date occurs prior to
        May 11, 2005,

     -- $333,333 if the Fee Due Date occurs on or after
        May 11 but before June 11, 2005,

     -- $500,000 if the Fee Due Date occurs on or after
        June 11, 2005 but before July 11, 2005,

     -- $666,667 if the Fee Due Date occurs on or after
        July 11, 2005 but before August 11, 2005,

     -- $833,333 if the Fee Due Date occurs on or after
        August 11, 2005 but before September 11, 2005, or

     -- $1,000,000 if the Fee Due Date occurs on or after
        September 11, 2005.

Mr. Hall said, "Based upon the current status of the senior credit
facility, total liquidity has been constrained due to shortfalls
in operating performance.  We believe that the solution to these
constraints will be solved by improvement in overall operating
performance based upon the restructuring efforts currently
underway, by the collection of the disputed contracts and by the
raising of additional capital through debt restructuring efforts.
The Company has engaged a financial consultant to assist senior
management with all restructuring activities.  As a result of
these efforts, the Company anticipates incurring $1.5 million in
professional fees in the fourth quarter of fiscal 2005.  Because
these changes are still being executed as of this press release,
we will not be providing guidance for the balance of the fiscal
year."

                  About Matrix Service Company

Matrix Service Company -- http://www.matrixservice.com/--  
provides general industrial construction and repair and
maintenance services principally to the petroleum, petrochemical,
power, bulk storage terminal, pipeline and industrial gas
industries.  The Company is headquartered in Tulsa, Oklahoma, with
regional operating facilities located in Oklahoma, Texas,
California, Michigan, Pennsylvania, Illinois, Washington and
Delaware in the U.S. and Canada.


MIRANT CORP: Asks Court to Approve IRS & Southern Co. Agreement
---------------------------------------------------------------
From the date of its incorporation until September 27, 2000,
Mirant Corporation was a wholly owned subsidiary of The Southern
Company.  Mirant was later spun off from Southern as an
independent, publicly traded company in 2001.

The transition was accomplished in two steps.  Mirant issued
approximately 20% of its stock to the public in an "initial public
offering."  Then, Southern "spun off" the remaining stock of
Mirant as a tax-free stock dividend to its shareholders.

Prior to the Spin-Off, Southern was the "common parent" within
the meaning of Section 1504(a) of the Internal Revenue Code of
1986, as amended, of a group of affiliated corporations, which
included the Debtors and their non-debtor affiliates.  As the
"common parent," Southern filed a consolidated federal income tax
return on behalf of itself and its affiliates on a calendar year
basis.  Additionally, Southern filed consolidated, combined or
unitary state income tax returns on behalf of its affiliates.  As
a result of, and with respect to tax periods subsequent to, the
Spin-Off, Southern is no longer the "common parent" of the Mirant
Entities and, therefore, no longer files federal and state
returns on behalf of the Mirant Entities.

                 The Tax Indemnification Agreement

In conjunction with the Spin-Off, the Mirant Entities and
Southern and its affiliates entered into various "separation
agreements," including a Tax Indemnification Agreement, dated
September 1, 2000.  The Tax Indemnification Agreement provides
that Mirant will indemnify Southern for tax liabilities
attributable to the Mirant Entities prior to the Spin-Off.  To
date, Southern has filed a number of proofs of claim against the
Debtors asserting both contingent and liquidated claims and non-
contingent and unliquidated claims under the various separation
agreements including the Tax Indemnification Agreement.

               Mirant's Dual Resident Corporations

As of the date of the Spin-Off, Mirant indirectly owned, through
its subsidiaries, certain dual resident corporations.  A DRC is a
domestic corporation or any "separate unit" of a domestic
corporation that is subject to the income tax of a foreign
country on its worldwide income or on a residence basis.  A net
operating loss incurred by a DRC in a year in which the
corporation is a DRC is a "dual consolidated loss" unless the
loss cannot be used by the DRC or any of its affiliates under the
foreign country's income tax laws.

As a general rule, Section 1503(d) of the Internal Revenue Code
provides that, if a member of an affiliated group incurs a DCL,
the DCL may not be used to reduce the taxable income of any
domestic affiliate for either the taxable year in which the loss
occurred or any other taxable year, regardless of whether the
loss may be applied to reduce the income of a foreign affiliate
under the applicable income tax laws of another country, and
regardless of whether the income of the foreign affiliate that
the loss may offset is, has been or will be, subject to tax in
the United States.  Rather, a DCL may only be used to offset the
income of the member that incurred the loss.

Notwithstanding, DCLs may be utilized by other domestic
affiliates within a consolidated group if the group has filed an
agreement with the IRS permitting the utilization, in accordance
with the elective relief provisions set forth in Treas. Reg.
Sections 1.1503-2(g)(2) and 1.1503-2T(g)(2).

For the taxable years ending December 31, 1999, and December 31,
2000, and the short year ending April 2, 2001 -- Pre-Spin-Off
Years -- Southern filed all of the appropriate elections and
agreements with the IRS to take advantage of the elective
provisions.  Accordingly, Southern applied all of the DCLs
generated by the Mirant Entities' DRC subsidiaries during the
Pre-Spin-Off Years against income incurred by entities contained
in Southern's consolidated group during the time period.

Use of the DCLs in accordance with Treas. Reg. Section
1.1503-2(g)(2), however, is not unconditional.  Rather, these
elective relief provisions delineate various "triggering events,"
which in the event of their occurrence require a consolidated
group to recapture and report as income the amount of any DCL
that was previously utilized plus an interest charge in the
taxable year in which the triggering event occurred.

In the absence of a waiver by the IRS, the Spin-Off itself is
considered a "triggering event" and, as the parent of the group,
Southern is liable to the IRS for any additional taxes owing as a
result of the recapture.

The Debtors estimate that if the IRS requires Southern to
recapture the Pre-Spin DCLs, this will result in a recapture by
Southern of approximately $75 million in income, which would
cause an income tax liability of approximately $26.5 million.
Upon Southern satisfying its obligations to the IRS, Southern
could assert a claim against Mirant for a corresponding amount
under the Tax Indemnification Agreement for the Recapture Tax
Liability.

                      The Closing Agreement

The IRS can waive a "triggering event" that would otherwise
require a recapture of the DCLs as income, provided that the
consolidated group and the DRC or domestic owner, as the case may
be, leaving the group enters into a "closing agreement" with the
IRS.  Under the Treasury Regulations, the closing agreement must
provide that both the parent and the separating subsidiary will
be jointly and severally liable for the total amount of the
recapture of DCLs and interest charges should a subsequent
"triggering event" occur after the date of the closing agreement.

Additionally, a domestic corporation separating from its
consolidated group must further agree to treat any potential
recapture amount as an unrealized built-in gain for purposes of
Section 384(a) of the Internal Revenue Code, subject to any
applicable exceptions thereunder.

To prevent the Spin-Off from being considered a "triggering
event" that would otherwise require Southern to recapture the
Pre-Spin DCLs, the Mirant Entities entered into the Closing
Agreement with the IRS and Southern.  Under the Closing
Agreement, the IRS agreed that the Spin-Off will not be
considered a "triggering event" that would require Southern to
report the Recapture Amount.  In exchange, Mirant agreed to be
liable to the IRS -- and Southern agrees to be jointly liable --
for any Pre-Spin DCLs in the event of the occurrence of a
subsequent "triggering event."

               Closing Agreement Should Be Approved

While Mirant has agreed to be jointly and severally liable with
Southern on a postpetition basis for the Recapture Tax Liability
in the event that a subsequent "triggering event" occurs, Mirant
believes that ensuring the "non-occurrence" of a subsequent
"triggering event" is wholly within Mirant's control.
Furthermore, Mirant's potential liability is not indefinite, as a
triggering event will generally only have tax consequences if the
event occurs within 15 years after the DCL has been incurred.

While entry into the Closing Agreement creates the potential for
claims against Mirant in the future that will not be subject to
compromise, Mirant also believes that the risk is de minimis and
far outweighed by the benefit of eliminating a substantial
liquidated claim that would be asserted against the Debtors'
estates absent the Closing Agreement.  While some of the DCLs
identified in the Closing Agreement have already been recaptured,
Mirant explains that others are unlikely to materialize since
Southern no longer controls the Mirant Entities -- the Debtors
now have control over all of their DCLs.  Mirant tells Judge Lynn
that there is little or no risk of recapture of DCLs after the
execution of the agreement by Mirant, provided that (i) it
complies with the annual certification requirements of the DCLs
regulations, which will not be difficult, and (ii) future
transactions involving the hybrid entities separate units are
properly executed.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Northern District of Texas' permission to enter into the Closing
Agreement.

The salient terms of the Closing Agreement are:

   (a) The parties agree that the Spin-Off constitutes a
       triggering event under Treas. Reg. Section 1.1503-
       2(g)(2)(iii)(A)(2) that would otherwise require the
       recapture of Pre-Spin DCLs under Treas. Reg. Section
       1.1503-2(g) (2) (vii).  Notwithstanding, the parties agree
       that the triggering event does not require the recapture
       of the Pre-Spin DCLs plus an interest charge;

   (b) Southern and the Mirant Entities will be jointly and
       severally liable for the total amount of recapture of the
       Pre-Spin DCLs caused by any subsequent triggering event,
       as described under Treas. Reg. Section 1.1503-
       2(g)(2)(iii), and any related interest charge, under
       Treas. Reg. Section 1.1503-2(g)(2)(vii), to the extent the
       triggering event does not fall under the express
       exceptions provided in Treas. Reg. Section 1.1503-
       2(g)(2)(iv)(A) or (B);

   (c) Transactions otherwise constituting triggering events
       applicable to the Pre-Spin DCLs under Treas. Reg. Section
       1.1503-2(g)(2)(iii)(A) will not constitute a triggering
       event if the transactions occur in any taxable year after
       the 15th taxable year following the year in which the
       Pre-Spin DCLs were incurred.  These events under Section
       1.1503(g)(2)(iii)(A) include transactions pursuant to
       which an affiliated DRC or affiliated "domestic owner"
       -- a domestic corporation that owns one or more separate
       units -- ceases to be a member of the consolidated group
       that filed the election;

   (d) The Mirant Entities agree to treat any potential recapture
       amount under Treas. Reg. Section 1.1503-2(g)(2)(vii) as
       unrealized built-in gain for purposes of Section 384(a) of
       the IRC, to the extent the amount is not subject to any
       applicable exceptions.  The Mirant Entities agree that the
       total recapture amount will constitute a recognized built-
       in gain for the Mirant Entities for purposes of Section
       384(a) of the Internal Revenue Code, to the extent the
       is not subject to any applicable exceptions;

   (e) The Mirant Entities agree to comply with all of the
       reporting requirements with respect to the taxable years
       ended December 31, 1999, December 31, 2000, and the short
       period ended April 2, 2001; and

   (f) If the amount of the Pre-Spin DCLs is adjusted by the IRS,
       judicial authority, or otherwise in a final determination
       of taxes for taxable years ending December 31, 1999,
       December 31, 2000, or for the short period ended April 2,
       2001, the provisions of the Closing Agreement will apply
       mutatis mutandis to the final adjusted loss amounts.  The
       Closing Agreement identifies four sources of DCLs that
       could potentially be the subject of recapture after the
       Spin-Off, as a result of subsequent triggering events.
       All the losses are attributable to entities defined in the
       Section 1503 Regulations as "hybrid entity separate
       units," which are entities that are not taxable as
       corporations for United States income tax purposes but are
       subject to income tax in a foreign country as corporations
       either on world-wide income or based on their residence.

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: CSFB & Citibank Says Disclosure Statement Inadequate
-----------------------------------------------------------------
Credit Suisse First Boston and Citibank, N.A., as agents to
certain of Mirant Corporation and its debtor-affiliates' credit
facilities, believe that the Debtors' Disclosure Statement
contains inadequate information on various aspects, among others:

   (a) The Debtors' liquidation analysis is performed on a
       "consolidated" basis rather than on a debtor-by-debtor
       basis.  Thus, there is no adequate information to assess
       whether or not distributions under the Amended Plan are at
       least equal to the amounts that claim holders would
       receive or retain if the Debtors were liquidated under
       Chapter 7 of the Bankruptcy Code.

   (b) The identities of officers and directors that will be
       employed or retained by the Debtors, as well as the nature
       of their compensation are not disclosed.

   (c) There is no calculation how the Debtors came up with a
       $530 million of Postpetition Accrued Interest for the
       Consolidated Mirant Debtor Class 4 Unsecured Claims.
       There is no disclosure at what rate postpetition interest
       will accrue when allowed.

   (d) The Amended Disclosure Statement's discussion of the
       Debtors' Objections to CSFB's Amended Claims and Wachovia
       Amended Claims should add this language:

       "CSFB and Wachovia additionally assert that proceeds of
       certain drawn LC's which may be turned over to the Debtors
       by the Drawing beneficiaries are not property of the
       Debtors' estates and should be returned to CSFB."

       The Disclosure Statement must also contain potentially
       adverse effect on Plan distributions if the request for
       substantive consolidation is denied and the right to
       subrogation is granted.

   (e) There is no disclosure as to what circumstances:

       (1) various intercompany transfers were treated as
           dividends and capital contributions; and

       (2) various intercompany transactions were evidenced by
           promissory notes as opposed to the recordation of
           intercompany receivables and payables.

       No information is also disclosed regarding the
       consideration exchanged by Mirant Americas Development
       Capital, LLC, in respect of:

       * its Intercompany Claims against Mirant Americas, Inc.
         and Mirant Americas Procurement, Inc.;

       * any purported defenses to the Intercompany Claims; and

       * if the Intercompany Claims are otherwise valid, binding,
         enforceable and not subject to setoff, that Mirant
         Americas Development is a solvent entity.

   (f) The Disclosure Statement does not accurately describe the
       extent of Mirant Corp.'s guarantee of Mirant Americas
       Development's obligations under the Equipment Warehouse
       Facility.

   (g) There is no disclosure how the Plan Trust will be managed
       and what oversight provisions may govern to ensure that
       the Plan Trust is administered to maximize recoveries on
       Plan Trust assets.

   (h) The Disclosure Statement fails to disclose the adverse
       effect of substantive consolidation on the recoveries of
       those creditors who hold:

       * guaranty claims against Consolidated Mirant Debtors; and

       * claims against Consolidated Mirant Debtors holding
         Intercompany Claims against other Consolidated Mirant
         Debtors.

   (i) The Debtors did not adequately explained why substantive
       consolidation must necessarily include all the Debtors.

   (j) There is no sufficient information regarding the assets
       and liabilities of the various debtors proposed to be
       substantively consolidated to permit an understanding as
       to which creditors are materially and adversely affected
       by substantive consolidation.

CSFB and Citibank also object to several provisions in the
Disclosure Statement that relate to:

   * the Debtors' assumptions of certain indemnification
     obligations to their officers, directors and employees;

   * types of indemnified claims for which certain insurance may
     be available and the nature and extent of insurance
     available to cover the claims;

   * release of "current and former directors, officers,
     employees, managers, agents and professionals";

   * certain Causes of Action to be retained by and vested in the
     Debtors or the identities of the parties that may be subject
     to those Causes of Action; and

   * description of the Trust Preferred Securities and the
     priority of the claims evidenced by the Trust Preferred
     Securities.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Taps Financial Balloting as Solicitation Agent
-----------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Northern District of Texas'
authority to employ Financial Balloting Group LLC as solicitation,
balloting, and tabulation agent with respect to the Debtors'
public and non-public securities in their Chapter 11 cases.

                        Mirant Securities

A. Mirant Corporation

Before it filed for bankruptcy, Mirant Corporation maintained
three postpetition corporate credit facilities:

   (1) a $1.125 billion 364-day senior unsecured revolving credit
       facility for general corporate purposes that was
       converted into a term loan facility that matured in July
       2003;

   (2) a $1.125 billion four-year senior unsecured revolving
       credit facility for general corporate purposes, that was
       to mature in July 2005; and

   (3) a $450 million five-year senior unsecured revolving credit
       facility for general corporate purposes that matured in
       April 2004.

Senior unsecured debt securities issued by Mirant Corp. are:

   -- $200 million of 7.4% Senior Notes due 2004;

   -- $500 million of 7.9% Senior Notes due 2009;

   -- $750 million of 2.5% Convertible Senior Debentures due June
      2021, but subject to put options in June of 2004, 2006,
      2011 and 2016; and

   -- $370 million of 5.75% Convertible Senior Notes due July
      2007.

In addition, Mirant issued $356 million of 6.25% Junior
Convertible Subordinated Debentures, Series A due 2030, to Mirant
Trust I.

Mirant Corp. has approximately 300,000 registered holders and
beneficial holders of common stock.

B. Mirant Americas Generation LLC

Before it filed for bankruptcy, Mirant Americas Generation LLC,
maintained two corporate credit facilities:

   (1) a $250 million senior unsecured revolving credit facility,
       that matured in October 2004; and

   (2) a $50 million senior unsecured revolving credit facility,
       that matured in October 2004.

Senior unsecured debt securities issued by MAGi:

   -- $500 million of 7.625% Senior Notes due 2006;
   -- $300 million of 7.20% Senior Notes due 2008;
   -- $850 million of 8.300% Senior Notes due 2011;
   -- $450 million of 8.50% Senior Notes due 2021; and
   -- $400 million of 9.125% Senior Notes due 2031.

C. Mirant Americas Energy Marketing, LP

Mirant Americas Energy Marketing, LP, is a party to a forward
sale of natural gas and a swap transaction.  Pursuant to the
Commodity Prepay Facility, MAEM receives the discounted present
value of $250 million of notional value of future deliveries of
natural gas.

D. Mirant Americas Development Capital, LLC

Mirant Americas Development Capital, LLC, is a party to a
warehouse operating lease facility pursuant to which an MC
Equipment Revolver Statutory Trust was established for the
purpose of owning certain gas turbines, steam turbines, heat
recovery generators and other equipment.  The Equipment Warehouse
Facility provides for the MC Trust Lessor to fund the acquisition
of the Turbine Facility Equipment by issuing:

   -- Series A1 and A2 Notes and Series B1 and B2 Notes; and

   -- Series C1 and C2 certificates in respect of the investments
      in the MC Trust Lessor -- equal to approximately 3% of
      equipment cost.

On the Petition Date, the amount outstanding under the Series A1
Notes, the Series B1 Notes and the Series C1 Certificates was
$214 million, of which approximately $192 million was recourse to
Mirant Corp. pursuant to its guarantee of certain obligations of
Mirant Americas Development.

E. West Georgia Generating Company, LLC

West Georgia Generating Company, LLC, is party to a senior
secured term loan facility that, as of the Petition Date, had a
principal balance of $139.5 million.

F. Mirant Mid-Atlantic, LLC

Mirant Mid-Atlantic, LLC, is the lessee under eleven separate
leases of undivided interests in the Dickerson baseload units 1,
2, and 3 and the Morgantown baseload units 1 and 2.  The owner
lessors of those assets issued a series of pass-through
certificates backed by the leases:

   -- $454,000,000 8.625% Series A Pass-Through Certificates;

   -- $435,000,000 9.125% Series B Pass-Through Certificates; and

   -- $335,000,000 10.060% Series C Pass-Through Certificates.

The lease payment obligations are unsecured and exclusive
obligations of MirMA.

               Financial Balloting Group's Retention

Rule 3017 (e) of the Federal Rules of Bankruptcy Procedure
provides that the Court must consider the Debtors' procedures for
transmitting plans, disclosure statements, ballots, related
notices, and other solicitation-related materials to the
beneficial holders of stock, bonds, debentures, notes and other
securities.  Ian T. Peck, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, relates that the Debtors' Chapter 11 cases involve
various issues of publicly traded bonds.  Furthermore, the
Debtors have outstanding common stock, with approximately 150,000
non-registered shareholders.  The identity of all those entitled
to receive solicitation materials is difficult to obtain as
public securities are primarily held in "street name" by a
custodian -- a brokerage firm or bank -- who maintains the
identity of the individual beneficial owners on a confidential
basis.

Mr. Peck points out that the procedures for transmitting
documents to the beneficial holders of public securities requires
a specialized knowledge and familiarity with the custodial
holders as well as the specific measures required to transmit
documents to the beneficial holders.  That knowledge and
familiarity is particularly important in the Debtors' Chapter 11
cases where securities play a significant role with regard to the
reorganization process.

As special balloting agent, Financial Balloting Group will:

   (a) provide advice to the Debtors and their counsel regarding
       all aspects of the solicitation of votes, including timing
       issues, voting and tabulation procedures, and documents
       required for soliciting and voting;

   (b) review the voting portions of the Disclosure Statement and
       ballots, particularly as they may pertain to beneficial
       holders of securities;

   (c) work with the Debtors to request appropriate information
       for all classes of public securities entitled to receive
       documents relating to the Plan and Disclosure Statement;

   (d) distribute voting and related documents to registered
       record holders of securities and other parties, as
       requested;

   (e) coordinate the distribution of voting and related
       documents to "street name" holders of public securities by
       forwarding the appropriate documents to the banks and
       brokerage firms holding the securities -- or their agents
       -- who in turn, will forward them to the beneficial
       holders;

   (f) distribute master ballots to the appropriate banks and
       brokerage firms so that those firms may cast votes on
       behalf of beneficial holders of securities entitled to
       vote;

   (g) prepare a certificate of service for filing with the
       Court;

   (h) handle requests for solicitation documents from parties-
       in-interest, including brokerage firms, bank back-offices
       and institutional lenders;

   (i) respond to telephone inquiries from debt and equity
       security holders and other parties regarding the
       Disclosure Statement and voting procedures;

   (j) confirm receipt of solicitation documents by individual
       security holders and responding to any questions about the
       voting procedures;

   (k) receive and examining all ballots and master ballots cast
       by bondholders and equity holders; and

   (l) tabulate all ballots and master ballots received before
       the voting deadline in accordance with established
       procedures, and preparing a vote certification for filing
       with the Court.

Jane Sullivan, a Director of Financial Balloting Group, attests
that the Firm is highly familiar with the relevant procedures,
and has a specialty practice in bankruptcy solicitations
involving holders of public debt and equity securities, which
makes Financial Balloting Group uniquely qualified to perform the
services necessary in the Debtors' Chapter 11 cases.

Financial Balloting Group is a firm with significantly
experienced employees in all areas of bankruptcy balloting and
related assignments, and specializes in noticing holders of
public debt and equity securities and in soliciting and
tabulating the votes of such holders in connection with
Chapter 11 plans of reorganization.  Ms. Sullivan, who will be
primarily responsible for handling the solicitation and vote
tabulation process, has over 20 years of experience in public
securities transactions -- including solicitations -- and has
specialized in bankruptcy solicitations since 1991.

Additionally, the Financial Balloting Group team has provided
solicitation and balloting services to debtors-in-possession and
trustees in numerous other Chapter 11 cases, including, among
others:

   * In re WorldCom Inc., Case No. 02-13533 (AJG) (Bankr.
     S.D.N.Y. July 21, 2002);

   * In re United Pan-Europe Communications N.V., Case No. 02-
     16020 (BRL) (Bankr. S.D.N.Y. 2002);

   * In re Global Crossing Ltd., Case No. 02-40188 (REG) (Bankr.
     S.D.N.Y. 2002);

   * In re Enron Corp., Case No. 01-16034 (AJG) (Bankr. S.D.N.Y.
     Dec. 2, 2001);

   * In re Rhythms Netconnections, Inc., Case No. 01-14283 (BRL)
     (Bankr. S.D.N.Y. 2001); and

   * In re Pacific Gas & Elec. Co., Case No. 01-30923 (DFM)
     (Bankr. N.D.Cal. 2001).

In her sworn affidavit, Ms. Sullivan assures that the Court that
Financial Balloting Group does not represent or hold any interest
adverse to the Debtors, the Debtors' estates, their creditors,
and other related parties.  Financial Balloting Group is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                       Compensation Terms

The Debtors will pay Financial Balloting Group on several bases:

   (a) A $15,000 project fee, plus $2,000 for each debt issue of
       public securities entitled to vote on the Plan; $1,500 for
       each debt issue not entitled to vote on the Plan but
       entitled to receive notice; $12,500 for the common stock
       if it is entitled to vote; or $6,000 for the common stock
       if its not entitled to vote but entitled to receive
       notice;

   (b) For the mailing of voting materials to creditors and to
       registered record holders of securities, labor charges at
       $1.75 to $2.25 per voting package, with a $500 minimum for
       each file;

   (c) $0.50 to $0.65 per non-voting notice mailings to any
       registered holders of securities, with a $250 minimum;

   (d) $17,000 to all issues of debt and equity for non-voting
       notice mailings to holders in "street name;

   (e) $3,500 for 500 telephone calls from creditors and
       stockholders within a 30-day solicitation period.  If more
       than 500 calls are received within the period, those
       additional calls will be charged at $7 per call.  Any
       calls to creditors or security holders will be charged at
       $7 per call;

   (f) $100 per hour of tabulation of ballots and master ballots,
       plus set up charges of $1,000 for each tabulation element
       -- each security or plan class; and

   (g) Current standard hourly rates applicable to the Firm's
       senior executives and other personnel involved in
       providing services to the Debtors:

             Executive Director               $375
             Director                         $325
             Senior Case Manager              $275
             Case Manager                     $200
             Programmer I                     $165

The Debtors will pay Financial Balloting Group a $25,000 retainer
to be applied against the Firm's final invoice for services
provided.

Furthermore, to reduce the administrative expenses related to
Financial Balloting Group's retention, the Debtors will pay the
Firm's fees and expenses without the necessity of Financial
Balloting Group filing formal fee applications.  Moreover, the
Debtors will reimburse Financial Balloting Group with all
necessary out-of-pocket expenses.

                    Two Balloting Agents in
                   Debtors' Chapter 11 Cases

The Court previously authorized the retention of Bankruptcy
Services LLC as the Debtors' claims, noticing and balloting
agent.  The roles to be played by Financial Balloting Group and
Bankruptcy Services will be separate and well defined.  Mr. Peck
clarifies that Bankruptcy Services' responsibilities with regard
to voting and tabulation will be limited to general noticing and
balloting of the Debtors' general unsecured creditors except for
non-financial securities.  Financial Balloting Group, on the
other hand, will assist the Debtors in connection with the
solicitation and tabulation of votes from classes of publicly
held equity and public and private debt securities, together with
the distribution of related documents.

The Debtors believe that the division of responsibilities between
Bankruptcy Services and Financial Balloting Group will utilize
the expertise of each agent and result in a benefit to the
Debtors' estate.  Financial Balloting Group and Bankruptcy
Services will perform discrete and distinct tasks, thereby
ensuring that services will not be duplicated.  The Financial
Balloting Group and Bankruptcy Services teams have worked
together in the past in analogous dual retentions.

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)


MORGAN STANLEY: Fitch Rates $13.6 Mil. Mortgage Certificates at B
-----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1996-C1:

          -- Interest only class X 'AAA';
          -- $20 million class B 'AAA';
          -- $18.7 million class C 'AAA';
          -- $17 million class D-1 'AAA';
          -- $5.1 million class D-2 'AAA';
          -- $18.7 million class E 'A';
          -- $13.6 million class F 'B'.

Fitch does not rate the $3.5 million class G certificates.

The rating affirmations reflect pay down and subsequent increases
in credit enhancement offsetting the expected losses on the
specially serviced loans.  As of the March 2005 distribution date,
the pool's certificate balance has paid down 72% to $96.7 million
from $340.5 million at issuance.

Currently two loans (5.1%) are in special servicing.  The larger
loan (3.5%) is secured by a multifamily property in Kokomo,
Indiana.  The loan is 90 days delinquent and the special servicer
is pursuing foreclosure.  Losses are expected.  The second loan
(1.6%) is secured by a multifamily property in Oak Ridge,
Tennessee.  The property has been experiencing cash flow problems
due to low occupancy.  The loan is current and the borrower is
trying to sell the property.


NEXTWAVE TELECOM: Verizon Completes $3 Bil. PCS Spectrum Purchase
-----------------------------------------------------------------
NextWave Telecom Inc. and Verizon Wireless completed the
transaction, originally announced in November 2004, for Verizon
Wireless to purchase for $3 billion all of NextWave's PCS spectrum
licenses, in 23 markets around the country.

The 10 and 20 MHz licenses, in the 1.9 GHz PCS frequency range,
cover a population of 73 million people.  The purchase price
equates to $2.85 per MHz POP.  The licenses will be used to expand
Verizon Wireless' network capacity in 22 key existing markets,
including New York, Boston, Washington, D.C., and Los Angeles, as
well as to expand the company's footprint into Tulsa, Oklahoma.

"We will put this spectrum to work in our network to benefit
customers, by having the long-term capacity in place when they
need it to meet their growing demand for wireless voice and data
services," said Denny Strigl, president and CEO of Verizon
Wireless.  "This purchase is part of our long-standing strategy of
continual network enhancements to provide our customers with the
most reliable wireless network and, therefore, the most satisfying
wireless experience."

The licenses were acquired through the purchase of NextWave
Telecom.  As a result of Nextwave Telecom's bankruptcy
reorganization, the licenses are its only assets.  Pursuant to the
reorganization, NextWave Telecom's other assets were transferred
to the control of a separate entity, NextWave Wireless LLC, which
was not acquired by Verizon Wireless.

The markets included in this transaction are:

   -- Spectrum licenses for 20 MHz in:
      * New York, N.Y.
      * Washington, D.C.
      * Boston, Mass.
      * Baltimore, Md.

   -- Spectrum licenses for 10 MHz in:
      * Los Angeles, Calif.
      * Philadelphia, Pa.
      * Detroit, Mich.
      * Denver, Colo.
      * Portland, Ore.
      * Tulsa, Okla.
      * Greenville, S.C.
      * Madison, Wis.
      * Columbia, S.C.
      * Springfield, Mass.
      * Corpus Christi, Texas
      * Daytona Beach, Fla.
      * Provo, Utah
      * Atlantic City, N.J.
      * Dover, Del.
      * Ocala, Fla.
      * Janesville, Wis.
      * El Centro, Calif.
      * Pittsfield, Mass.

                      About Verizon Wireless

Verizon Wireless owns and operates the nation's most reliable
wireless network, serving 43.8 million voice and data customers.
Headquartered in Bedminster, NJ, Verizon Wireless is a joint
venture of Verizon Communications (NYSE:VZ) and Vodafone (NYSE and
LSE: VOD). Find more information on the Web at
http://www.verizonwireless.com.To receive broadcast-quality video
footage and high-resolution stills of Verizon Wireless operations,
log on to the Verizon Wireless Multimedia Library at
http://www.verizonwireless.com/multimedia.

Headquartered in Hawthorne, New York, NextWave Telecom, Inc. --
http://www.nextwavetel.com/-- was organized in 1995 to provide
high-speed wireless Internet access and voice communications
services to consumer and business markets on a nationwide basis.
NextWave is currently constructing a third-generation CDMA2000 1X
network in all of its 95 PCS markets whose geographic scope covers
more than 168 million POPs coast to coast, including all top 10
U.S. markets, 28 of the top 30 markets, and 40 of the top 50
markets.  NextWave's "carriers' carrier" strategy allows existing
carriers and new service providers to market NextWave's network
services through innovative airtime arrangements.  The company
filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
98-23303) on December 23, 1998.  Deborah Lynn Schrier-Rape, Esq.
of Andrews & Kurth, LLP represents the Debtor.  The Court
confirmed the Debtors' Third Joint Chapter 11 Plan on March 1,
2005.

NextWave Wireless LLC -- http://www.nextwavetel.com/-- was formed
in 2004 to provide the next generation of broadband wireless and
other mobile communications products and services to consumer and
business markets.


NEXTWAVE TELECOM: Exits Chapter 11 Protection After Six Years
-------------------------------------------------------------
NextWave Telecom formally emerged from U.S. Chapter 11
proceedings.  The company's Plan of Reorganization, which was
confirmed on March 1, 2005, by the U.S. Bankruptcy Court for the
Southern District of New York, became effective yesterday,
April 13, upon the closing of a $3 billion sale of PCS licenses to
Verizon Wireless.  Pursuant to the Plan, the company has commenced
distributing a portion of that transaction's proceeds and new
securities to shareholders, and will continue to implement its
court-approved blueprint for entering the marketplace as a
provider of broadband wireless services.

"This is a very special day for me personally and for the entire
NextWave family of stakeholders who have traveled a long and
challenging road to achieve this result," said Allen Salmasi,
NextWave's Chairman and CEO.  "While making a very substantial
cash distribution to shareholders, at the same time we are
emerging with a strong balance sheet, an experienced and creative
management team, substantial spectrum and network assets, and an
innovative and well-timed plan to enter the broadband wireless
market on a fully-funded basis.  All of us at NextWave are looking
forward to a very exciting future in the brave new world of
broadband wireless communications."

NextWave believes that new and emerging fourth generation IP-based
wireless technologies will provide it with cost advantages and an
ability to offer consumers a unique and wider range of services
that cannot be offered over existing wireless networks.  The
company's initial steps include a commercial launch of broadband
wireless operations in Las Vegas, Nevada, and in New York City.
NextWave will pursue a dual-use network strategy by making its
facilities available to government entities for public safety
applications at the same time the company offers commercial
broadband wireless services to the consumer market.

As a result of Nextwave Telecom's bankruptcy reorganization, the
Company's PCS licenses are its only assets.  Pursuant to the
reorganization, NextWave Telecom's other assets were transferred
to the control of a separate entity, NextWave Wireless LLC, which
was not acquired by Verizon Wireless.

Headquartered in Hawthorne, New York, NextWave Telecom, Inc. --
http://www.nextwavetel.com/-- was organized in 1995 to provide
high-speed wireless Internet access and voice communications
services to consumer and business markets on a nationwide basis.
NextWave is currently constructing a third-generation CDMA2000 1X
network in all of its 95 PCS markets whose geographic scope covers
more than 168 million POPs coast to coast, including all top 10
U.S. markets, 28 of the top 30 markets, and 40 of the top 50
markets.  NextWave's "carriers' carrier" strategy allows existing
carriers and new service providers to market NextWave's network
services through innovative airtime arrangements.  The company
filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
98-23303) on December 23, 1998.  Deborah Lynn Schrier-Rape, Esq.
of Andrews & Kurth, LLP represents the Debtor.  The Court
confirmed the Debtors' Third Joint Chapter 11 Plan on March 1,
2005.

NextWave Wireless LLC -- http://www.nextwavetel.com/-- was formed
in 2004 to provide the next generation of broadband wireless and
other mobile communications products and services to consumer and
business markets.


NORCRAFT HOLDINGS: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Norcraft
Holdings L.P. and its subsidiary, Norcraft Cos. L.P., to negative
from stable and affirmed its other ratings on the company,
including the 'B+' corporate credit rating.  Norcraft had total
debt of $264 million outstanding as of Dec. 31, 2004.

Eagan, Minnesota-based Norcraft Holdings manufactures kitchen and
bathroom cabinetry and had 2004 sales of $330 million and a
tangible asset base of about $100 million, making it the fifth-
largest company in the North American cabinet industry.

The outlook revision reflects the likelihood that high raw
material costs will continue to constrain earnings and cash flows
during 2005.  Operating margins (before D&A) fell more than 3
basis points from the previous quarter, to 14%, during the fourth
quarter of 2004.  This resulted primarily from rising raw material
costs, particularly for particleboard, although higher labor costs
caused by additional overtime needed to meet high sales growth
were also a factor.  Labor costs should improve in the second half
of 2005 because of added plant capacity.

"Norcraft's earnings and cash flow are susceptible to fluctuating
raw material costs, which are currently at elevated levels," said
Standard & Poor's credit analyst Lisa Wright.  "Although we expect
fairly stable industry demand in the intermediate term, the
company's relatively small size and limited end market leave it
exposed to downturns in cabinet demand."

The ratings could be lowered if earnings and cash flow remain
constrained by increasing raw material and labor costs that the
company is unable to offset with price increases or operating
efficiencies, or if liquidity tightens.  The outlook could be
revised to stable if price increases or operating improvements
return operating margins to historical levels while enough free
cash flow is generated to allow for meaningful term loan
reduction.


ORANGEBURG MEMORIAL: Lawyer Says Gravestones Ready for Pick-Up
--------------------------------------------------------------
Paul W. Owen, Jr., Esq., tells Jennifer Miskewicz at WIS-TV in
Columbia, South Carolina, that customers who paid Orangeburg
Memorial Works, Inc., to make cemetery markers for their loved
ones, but never received them, aren't out of luck.  "I feel like
lots of the creditors are going to get at least a portion of their
money back," Mr. Owen said in a television interview.

The company projects no distribution will be made to general
unsecured creditors.  The Honorable John E. Waites presides over
the liquidation proceeding.  WIS-TV relates that Orangeburg
Memorial Works closed in February.

A meeting of creditors was scheduled for April 1, 2005.  So many
of the 120 people who paid deposits for headstones showed up
wanting a monument or a refund that the U.S. Trustee continued the
meeting to May 11, 2005.

Mr. Owen says that many of the monuments are complete and are
waiting for pick up, but the Debtor wants that to occur on a
designated day in an orderly fashion.

Orangeburg Memorial Works, Inc., makes cemetery markers.  The
Company filed a chapter 7 petition (Bankr. D. S.C. Case No. 05-
02490) on March 3, 2005.  Paul W. Owen, Jr., Esq., in Columbia,
S.C., represents the Debtor.  Ralph C. McCullough, II, Esq.,
serves as the Chapter 7 Trustee.  Mr. McCullough hired the law
firm of Finkel & Altman, LLC, as his counsel.


PEACE ARCH: Liquidity & Equity Woes Trigger Going Concern Doubt
---------------------------------------------------------------
Peace Arch Entertainment Group Inc. (TSX:PAE)(AMEX:PAE),
disclosed its unaudited results for the three and six month
periods ended Feb. 28, 2005.

The Company delivered one feature film Showtime "Our Fathers," 10
episodes of the 13-episode series of "Campus Vets - Season II" and
13 episodes of "Love it or Lose it" in the quarter.  This compares
to the delivery of 2 feature films - "Direct Action" and "The
Keeper" - and 8 episodes of the 13-episode series "Campus Vets,"
for the same period in the prior year.

During the quarter, the Company was in production of 2 television
series, and held distribution rights for 2 films, all of which are
scheduled for delivery during the 2005 fiscal year.

Peace Arch is currently completing delivery to its sales force of
"American Soldiers" and "Shadows in the Sun," for which it
represents the worldwide exploitation rights.

The Company's revenue totaled $7.8 million for the quarter,
compared with $7.7 million for the second quarter of
FY2004.  The increase in revenues reflects a larger budget size of
the feature film delivered during the quarter compared to the same
period of the prior year.  The Company reported a net loss of
$136,000 or $0.01 per diluted share, for the three months ended
February 28, 2005, compared to net earnings $1.3 million, or $0.06
per diluted earnings per share for FY2004 comparable period.

Peace Arch reported a net loss of $719,000, or $0.04 per diluted
share, for the six months ended February 28, 2005, compared with
net earnings of $1.5 million, or $0.07 per diluted earnings per
share, for the prior year's six month period.

                        Going Concern Doubt

The company has undergone substantial financial restructuring and
requires additional financing until it can generate positive cash
flows from operations.  While the company continues to maintain
its day-to-day activities and produce films and television
programming, its working capital situation is severely
constrained.  Furthermore, the company operates in an industry
that has long operating cycles, which require cash injections into
new projects significantly ahead of the delivery and exploitation
of the final production.  These conditions cast substantial doubt
on the company's ability to continue as a going concern.

Equity has been reduced by 30% from a CDN$2,802,000 equity as of
Feb. 28, 2005, from a CDN$3,416,000 equity at Feb. 29, 2004.

            Fred Fuchs Sits as Executive Vice President

Earlier, Peace Arch announced the appointment of acclaimed film
and television producer Fred Fuchs to the newly created role of
Executive Vice President.  The Company also recently disclosed
that FremantleMedia exercised a conversion right to acquire
2.9 million Peace Arch shares pursuant to a January 2003 Debt
Restructuring Agreement between the parties. Peace Arch had
previously provided for the issuance of these shares in June 2004.

Based in Toronto, Vancouver, Los Angeles and London, England,
Peace Arch Entertainment Group Inc. -- http://www.peacearch.com--  
together with its subsidiaries, is an integrated company that
creates, develops, produces and distributes film, television and
video programming for worldwide markets.


PEGASUS SATELLITE: Ted Lodge Resigns as President & Director
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Scott A. Blank, Pegasus Communications Corporation's
Senior Vice President, disclosed that Ted S. Lodge resigned
effective April 7, 2005, as President, Chief Operating Officer and
Counsel and a director of the company and its subsidiaries.

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)


PENN TRAFFIC: Exits Chapter 11 & Closes Two Exit Financings
-----------------------------------------------------------
The Penn Traffic Company's (OTC:PNFTQ.PK) Plan of Reorganization
became effective yesterday, April 13, 2005, allowing it to
formally emerge from Chapter 11 under the U.S. Bankruptcy Code.
As reported in the Troubled Company Reporter on March 18, 2005,
the U.S. Bankruptcy Court for the Southern District of New York
confirmed the Company's Plan on March 17, 2005.

The Company said that in connection with its emergence from
Chapter 11, it closed on two exit financing facilities consisting
of:

   -- a term and revolving facility of up to $136,000,000
      in principal amount, and

   -- a supplemental real estate facility of up to $28,000,000
      in principal amount,

as well as a sale-leaseback transaction pursuant to which Penn
Traffic sold its five owned distribution centers located in New
York and Pennsylvania to Equity Industrial Partners Corp. for
$37,000,000.

Equity Industrial will lease the distribution centers back to Penn
Traffic for an initial term of 15 years, with four consecutive
five-year options to renew the lease (except that the lease term
will end no later than the 14th anniversary of the expiration of
the initial term with respect to the Pennsylvania distribution
centers).  The initial draw on the exit financing facility was
approximately $33 million.  The exit financing and proceeds from
the sale-leaseback transaction will fund cash distributions
required under the Plan as well as Penn Traffic's ongoing
operating needs.  The Company's emergence debt totals
approximately $65 million, including the initial $33 million draw
and approximately $32 million of capital leases, mortgages and
other debt.  Penn Traffic's pre-petition secured debt totaled
approximately $233 million, including $82.1 million of capital
leases and other debt.  Pre-petition unsecured debt totaled
approximately $300 million.

"We are extremely pleased to exit Chapter 11 today," said Robert
Chapman, President and Chief Executive Officer of Penn Traffic.
"Penn Traffic is beginning life as a new company with a solid
capital structure, greatly reduced debt, disciplined and improved
operations and a strengthened management team.  Penn Traffic today
is a leaner, strong competitor with bright prospects.  We are
excited to now redirect our attention from the turnaround toward
growth and profitability."

"Penn Traffic's successful turnaround is the product of a close
collaborative effort between the Company, its Board of Directors
and its creditor constituencies," Mr. Chapman says.  "I would like
to personally thank the Board, the Company's Secured Lenders and
the Official Committee of Unsecured Creditors for their support
and close partnership with me and our entire management team.  Our
success is a reflection of the skill and commitment of those
involved and the collective desire to strengthen Penn Traffic."

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names.  Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.


PERGOLA NEVADA: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pergola Nevada, LLC
        2785 Roseavelt Street, Suite C
        Carlsbad, California 92008

Bankruptcy Case No.: 05-03081

Chapter 11 Petition Date: April 13, 2005

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: L. Scott Keehn, Esq.
                  Robbins & Keehn, APC
                  530 "B" Street, 24th Floor
                  San Diego, California 92101
                  Tel: (619) 232-1700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Emily Peagler                                 $600,000
1229 Las Nubes Court
Lake San Marcos, CA
92069

Byrnes Construction                            $65,000
P. O. Box 4024
Carlsbad, CA 92018

Barbara McLain                                 $50,000
2715 Carlsbad Blvd.
Carlsbad, CA 92008

Brian C. Regan                                 $45,000
BRIAN C. REGAN ENGINEERING
1811 Rock Springs Road
San Marcos, CA 92069

Sandra Robinson                                $15,000
6519-B 24th Avenue NE
Seattle, WA 98115


PILLOWTEX CORP: Sells Tunica Property to Staple Cotton for $2.2MM
-----------------------------------------------------------------
Before filing for bankruptcy protection, Pillowtex Corporation and
its debtor-affiliates owned a 22.4-acre real property located at
2650 Highway 61 South, Tunica, in Tunica County, Mississippi.  The
Tunica Property was used in connection with the Debtors'
manufacture and sale of pillow and pad products.  The Tunica
Property includes a 289,000-square foot manufacturing plant and a
warehouse.

The Debtors' real estate broker, Hilco Real Estate LLC, began
marketing the Tunica Property in January 2004.  Together with its
local partner firm, NAI Saig Company, Hilco erected sale signage
on the Tunica Property, developed marketing materials and posted
these materials on Hilco's listing Web site.  Hilco also placed
multiple advertisements in trade journals and newspapers and
conducted e-mail and telephone campaigns to solicit interest
among potential financial and industry buyers.

As a result, 30 parties either expressed interest in the Tunica
Property or viewed the listing details and other information made
publicly available by Hilco.  After further discussions with
these parties, Debtor PTEX, Inc., and Hilco received two formal
offers from potential purchasers.

Gilbert R. Saydah, Jr., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, relates that after considering each of the
offers for the Tunica Property, including purchase prices and
other material terms, PTEX entered into negotiations with Ernest
Miller regarding definitive documentation for the sale of the
Tunica Property.  At that time, PTEX determined that Mr. Miller's
offer was the highest and best offer.

However, in an auction held on March 31, 2005, Staple Cotton
Cooperative Association outbid Mr. Miller.

Accordingly, PTEX sought and obtained the Court's permission to
sell the Tunica Property to Staple Cotton.

The salient terms of the Real Estate Purchase Contract between
PTEX and Staple Cotton are:

    (a) Staple Cotton will pay PTEX $2,194,500 in cash, which
        includes an earnest deposit of $220,246 already set aside
        in escrow.  PTEX will also convey fee title in the Tunica
        Property to Staple Cotton by deed with special warranty.
        The sale of the Tunica Property is on an "as is" basis and
        PTEX is not making any representation or warranty as to
        its condition;

    (b) PTEX does not anticipate that the sale of the Tunica
        Property will require the assumption of any leases or
        executory contracts to which it is a party, or the
        assignment of any agreements to Staple Cotton.  However,
        PTEX reserves its rights to file other and further
        pleadings as may be necessary to assume and assign to
        Staple Cotton any of the leases and contracts, if
        necessary to further effectuate the transactions
        contemplated;

    (c) PTEX is required to deliver the Tunica Property to Staple
        Cotton in materially the same condition as existed on
        March 24, 2005, ordinary wear and tear excepted, subject
        to the rights of GGST LLC (i) to substantially all of the
        furniture, furnishings, fixtures, equipment, inventory and
        other tangible personal property located at the Property,
        and (ii) to access to the Tunica Property after the
        closing of the sale of the Property to Staple Cotton.

A full-text copy of the Real Estate Purchase Contract is
available for free at:

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

                           Access Rights

Pursuant to the GGST Agreement, GGST has the right to access to
the Tunica Property for the purpose of disposing of the remaining
equipment located on it.  In return for the Access Rights, GGST
is required to reimburse the Debtors for their costs associated
with maintaining the Tunica Property and the equipment located on
it.

On March 31, 2005, PTEX, Staple Cotton and GGST entered into an
Access Agreement, wherein Staple Cotton will assume all of the
Debtors' obligations with respect to the Access Rights.

In addition, Staple Cotton will indemnify and hold the Debtors
harmless from any claims, damages or other losses, including
attorneys' fees, arising from the Access Rights relating to the
Tunica Property.  Upon the closing of the sale of the Tunica
Property, all of the Debtors' obligations under the GGST
Agreement will be waived and discharged with respect to the
Tunica Property.

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: Calling Preferred Stock and Debt for Redemption
-------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) is calling for redemption all of its
outstanding shares of $10.00 Series D Preferred Stock (with an
aggregate liquidation preference of approximately $167 million),
all of its outstanding shares of $9.20 Series F Preferred Stock
(with an aggregate liquidation preference of approximately
$96 million) and $80 million aggregate principal amount of its 7-
5/8% Senior Notes due 2008.  The redemption date in each case will
be May 11, 2005.

The Series D Preferred Stock is callable at 101% of the
liquidation preference thereof plus accrued but unpaid dividends,
the Series F Preferred Stock is callable at par plus accrued but
unpaid dividends and the 7-5/8% Senior Notes are callable at
101.271% of the principal amount plus accrued interest.  Following
the redemption, there will remain outstanding $146 million
aggregate principal amount of the 7-5/8% Senior Notes.

In connection with the redemption of the Series D and Series F
Preferred Stock, PRIMEDIA obtained the written consent of its bank
lenders and has repaid its outstanding Term Loans A and Term Loans
B in aggregate principal amounts of $5,000,000 and $35,000,000,
respectively, and permanently reduced its total revolving loan
commitments in an aggregate amount of $30,000,000.

The redemptions of the Preferred Stock and reductions of the bank
debt and 7-5/8% Senior Notes will improve free cash flow by
approximately $27 million on an annualized basis.  The company
will not realize the full benefit of the improvement in 2005.

                        About the Company

PRIMEDIA Inc. is the leading targeted media company in the United
States.  With 2004 revenue of $1.3 billion, its properties
comprise more than 200 brands that connect buyers and sellers in
more markets than any other media company through print
publications, Web sites, events, newsletters and video programs in
four market segments:

   -- Enthusiast Media includes more than 120 consumer magazines,
      115 Web sites, 100 events, 10 TV programs, 340 branded
      products, and is the #1 special interest magazine publisher
      in the U.S. with well-known brands such as Motor Trend,
      Automobile, Creating Keepsakes, In-Fisherman, Power &
      Motoryacht, Hot Rod, Snowboarder, Stereophile and Surfer.

   -- Consumer Guides is the #1 publisher and distributor of free
      consumer guides in the U.S. with Apartment Guide, Auto Guide
      and New Home Guide, distributing free consumer publications
      through its proprietary distribution network, DistribuTech,
      in more than 16,000 locations.

   -- Business Information is a leading information provider in
      more than 18 business market sectors with more than 70
      magazines, 100 Web sites, 25 events, and 50 directories and
      data products.

   -- Education includes Channel One, a proprietary network to
      secondary schools; Films Media Group, a leading source of
      educational videos; and Interactive Medical Network, a
      continuing medical education business.

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2005,
Moody's Investors Service upgraded the 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

Moody's said the rating outlook is stable.


PROSPECT MEDICAL: Earns $1.1 Million of Net Income in 1st Quarter
-----------------------------------------------------------------
Prospect Medical Holdings, Inc. (PMHX.PK) reported financial
results for its fiscal 2005 first quarter ended December 31, 2004,
in conjunction with filing an amended Form 10 Registration
Statement with the Securities and Exchange Commission.

Revenues for the first quarter increased to $33.3 million from
$25.9 million in the same period last year, due primarily to the
acquisition of three IPAs effective February 1, 2004.  The number
of HMO enrollees in California has been declining in recent years.
Similarly, the number of HMO enrollees using the Company's
provider networks has declined in recent periods, which decline
offsets the increased revenue from acquisitions.  During the first
quarter of fiscal 2005, Prospect Medical's number of enrollees
decreased from approximately 198,400 to approximately 191,300.
Approximately 97% of revenues in each period were generated from
monthly capitation payments made by contracted HMOs to the
Company's affiliated IPAs.

Cost of revenues increased to $24.8 million from $18.9 million in
the same period last year.  This increase was due primarily to the
February 2004 acquisitions and an increase in the Company's
medical loss ratio.  Cost of revenues, as a percent of revenues,
increased to approximately 74.5% in the first quarter of fiscal
2005, from approximately 73% in the first quarter of fiscal 2004.

General and administrative expenses, as a percentage of revenues,
decreased slightly, from 20% in the prior year period to 19.7% in
the current year period.

Depreciation and amortization expense increased from $116,000 in
the prior year period to $233,000 in the current year period.

Net interest expense increased from $16,000 in the prior year
period to $100,000 in the current year period, primarily as a
result of the $15 million debt facility entered into with GMAC-RFC
in September 2004.  The Company anticipates using a portion of the
proceeds from this facility to fund future acquisitions.

Net income for the first quarter of fiscal 2005 was $1.1 million,
or $0.13 per diluted share, on approximately 8.6 million weighted
average common and common dilutive shares outstanding, as compared
to net income of $1.1 million, or $0.21 per diluted share, on
approximately 5.4 million Shares Outstanding in the first quarter
of fiscal 2004.

The increase in diluted shares outstanding for the fiscal 2005
three-month period was due primarily to the inclusion of
convertible preferred shares and warrants issued in connection
with the successful completion of private placement transactions
on March 31, 2004.

                    RFC Waives Credit Default

The Company did not meet the "senior debt to EBITDA ratio"
required by its credit facility with Residential Funding
Corporation as of September 30, 2004, and December 31, 2004.
Effective April 7, 2005, RFC granted the Company a waiver of these
covenant violations, and agreed to exclude certain items from the
covenant computations for a twelve-month period, which enabled the
Company to meet the minimum fixed charge coverage ratio at
December 31, 2004.

Dr. Jack Terner, Chairman and Chief Executive Officer of Prospect
Medical, commented, "We are pleased with our results for the first
quarter and enthusiastic about our prospects for 2005.  We must,
however, continue our disciplined approach to operations and
acquisitions.  The Southern California market continues to present
us with significant consolidation opportunities.  We are focusing
on several acquisition candidates in this region that meet our
criteria and anticipate closing at least one acquisition in
calendar 2005."

                      Form 10 Filing Update

On April 7, 2005, Prospect Medical filed an Amended Form 10
Registration Statement with the Securities and Exchange Commission
to register its common stock under the Securities Exchange Act of
1934.  A copy of the Form 10 filing is available at
http://www.prospectmedicalholdings.com/and at http://www.sec.gov/
The Form 10 will not become effective until the SEC completes its
review of the filing and any amendments to the Form 10.

                        About the Company

Prospect Medical Holdings, Inc., is a health care management
services organization that provides management services primarily
to affiliated IPAs.  IPAs are professional corporations that
contract with independent physicians and other health care
providers to create a medical panel of primary care and specialist
physicians, and other health care service providers, capable of
providing the full range of medical services to individuals
enrolled in health maintenance organization managed care health
plans.


QUALITY WOODWORK: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Quality Woodwork Interiors, Inc.
             12914 Mula Lane
             Houston, Texas 77477

Bankruptcy Case No.: 05-35214

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Quantum Designworks L.C.                   05-35299

Type of Business: The Debtor manufactures and installs premium
                  architectural woodwork, millwork, casework, wall
                  panel systems and specialty furniture.
                  See http://www.qwiinc.com/

Chapter 11 Petition Date: April 5, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: H Miles Cohn, Esq.
                  Sheiness Scott et al.
                  1001 McKinney, Suite 1400
                  Houston, Texas 77096
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049

                   Estimated Assets       Estimated Debts
                   ----------------       ---------------
Quality Woodwork
Interiors, Inc.    $1 Million to          $1 Million to
                   $10 Million            $10 Million

Quantum
Designworks L.C.   $1 Million to          $1 Million to
                   $10 Million            $10 Million


A. Quality Woodwork Interiors, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Quantum Designworks                                $777,998
12111 Swenson Blvd.
Elgin, TX 78621

Amegy Bank                                          $89,472
P. O. Box 27459
4400 Post Oak
Houston, TX 77227-7459

Wilsonart International                             $85,410
552 Garden Oaks
Houston, TX 77018

Cage Hill & Niehause                                $44,904

Greenbriar Partners LLC                             $33,015

Watt, Tieder, Hoffar & Fitzgerald,LLP               $30,236

Christmann & Co.                                    $26,044

DuPre Transport                                     $22,898

Guaranty Insurance Service                          $20,713

Hogan Hardwood & Moulding                           $20,544

Workrite Ergonimics                                 $20,139

Hafele America Co.                                  $18,617

Southeastern Freight Line                           $16,507

Jetco Delivery, Inc.                                $13,345

North Texas Flameproof & Wood                       $13,255

US Bancorp                                          $13,173

MGC, Inc.                                           $12,098

Reed Construction Data                              $12,000

Bank of the West                                    $11,951

B & E Reprographics                                  $9,744


B. Quantum Designworks L.C.'s 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Quality Woodwork Interiors, Inc.                    $48,003
12914 Mula Lane
Stafford, TX 77477

Bastrop County Tax Assessor                         $44,060
P. O. Box 579
Bastrop, TX 78602

General Electric Capital Corporation                $39,130
P. O. Box 31001 7421
Pasadena, CA 91110-7421

Internal Revenue Service                            $36,417

84 Lumber                                           $29,581

Custom Forest Products                              $23,742

Banc One Leasing                                    $21,800

Wilsonart International, Inc.                       $15,000

Western Dovetail                                    $13,425

General Hardwoods                                   $13,131

Hafele Co.                                          $10,701

TXU Electric                                         $9,255

City of Elgin                                        $9,188

Dixie Plywood Company                                $8,542

US Bancorp                                           $7,627

Greenbriar Partners, L.L.C.                          $7,532

Solid Surfaces, Inc.                                 $7,177

Accountemps                                          $6,292

Carter Design Associates, Inc.                       $6,277

Dahill Industries                                    $6,218


REAL ESTATE: Fitch Puts Low-B Ratings on Two Notes & Two Certs.
---------------------------------------------------------------
Fitch Ratings rates the securities of Real Estate Synthetic
Investment Finance Limited Partnership 2005-A and RESI Finance DE
Corporation 2005-A (collectively referred to as the issuers) as
indicated below.  The rating on the securities addresses the
timely payment of interest and ultimate repayment of principal
upon maturity.

        -- $42,713,000 class B3 notes 'A';
        -- $14,238,000 class B4 notes 'A-';
        -- $28,475,000 class B5 notes 'BBB';
        -- $12,340,000 class B6 notes 'BBB-';
        -- $11,390,000 class B7 notes 'BB';
        -- $7,594,000 class B8 notes 'BB-';
        -- $9,492,000 class B9 certificates 'B+';
        -- $6,645,000 class B10 certificates 'B'.

The transaction is a synthetic balance sheet securitization that
references a $9.5 billion of diversified portfolio of primarily
jumbo, A-quality, fixed-rate, first lien residential mortgage
loans.  The ratings are based upon the credit quality of the
reference portfolio, the credit enhancement provided by
subordination for each tranche, the financial strength of Bank of
America, National Association -- BOANA -- as swap counterparty,
and the sound legal structure of the transaction.  The reference
portfolio consists of 30-year mortgage loans originated by various
lenders. The issuers have entered into a credit default swap --
CDS -- with BOANA, documented under an International Swaps and
Derivatives Association agreement, and receive a premium in return
for credit protection on the reference portfolio.

The proceeds of the issued securities will be used to purchase
eligible investments (collateral), pursuant to a forward delivery
agreement between the trustee and BOANA, whereby the co-issuers
are obligated to purchase eligible investments from BOANA at a
specified yield on each determination date.  Eligible investments
will consist of direct obligations of or guaranteed by the Federal
National Mortgage Association, Federal Home Loan Mortgage
Corporation, Federal Home Loan Bank, or any other agency backed by
the U.S.  The collateral is pledged first, to the counterparty to
reimburse for credit losses on reference portfolio during the term
of the CDS, and second to the noteholders for repayment of
principal at maturity.  Interest earned on the collateral during
the term of the CSD is used in combination with the premium from
BOANA to make monthly security payments.


RELIANCE GROUP: Court Okays James Goodman Employment Pact
---------------------------------------------------------
As reported in the Troubled Company Reporter on March 18, 2005,
the Official Unsecured Bank Committee and the Official Unsecured
Creditors' Committee appointed in the chapter 11 cases of Reliance
Group Holdings, Inc., and Reliance Financial Services Corp. asked
Judge Gonzalez to:

   a) authorize the effectiveness of James A. Goodman's Employment
      Agreement, nunc pro tunc to February 1, 2005;

   b) amend the form of Reliance Financial Services Corporation's
      Amended and Restated Articles of Incorporation;

   c) authorize RFSC to consent to the assignment of certain Bank
      Claims.

                   Goodman's Employment Agreement

Under the RFSC Plan, Judge Goodman will be the Chief Executive
Officer of Reorganized RFSC as of the Effective Date.  It was
originally contemplated that the Effective Date would be around
February 1, 2005.

The Committees assert that Judge Goodman's role as CEO of
Reorganized RFSC is necessary for RFSC's successful emergence
from bankruptcy and Judge Goodman is prepared to commit to
undertake that role, even with the understanding that he will not
be receiving directors' and officers' liability insurance from
the Debtor.  In fact, Mr. Goodman has already begun assisting the
Debtor by undertaking tasks to facilitate the consummation the
RFSC Plan, including:

   (a) attending to the pre-closing of all RFSC Plan documents,
       including corporate governance and loan documents, in
       preparation for his role as CEO and Director;

   (b) entering into negotiations with a bank to open Reorganized
       RFSC's various operating accounts;

   (c) meeting and negotiating with Reorganized RFSC's proposed
       accounting firm to provide day-to-day accounting services
       that Reorganized RFSC will require and reviewing with them
       relevant agreements and guidelines in preparation for their
       role; and

   (d) meeting with the proposed auditors and tax accountants for
       Reorganized RFSC.

The effective date of Judge Goodman's Employment Agreement has
been delayed in light of certain inadvertent delays with respect
to the RFSC Plan process in order to:

    -- allow the Committees to successfully reach a global
       settlement with the Pension Benefit Guaranty Corporation;
       and

    -- allow the Creditors' Committee to commence a new plan
       process in order to allow the Debtor to confirm a plan of
       reorganization.

Judge Goodman has requested that his Employment Agreement be made
effective, nunc pro tunc to February 1, 2005, so that his time
and efforts devoted to consummation of the RFSC Plan will be
credited.

The Committees believe that Judge Goodman's request is reasonable
and appropriate in light of the nature and amount of the services
he provided.

                 Amended Articles of Incorporation

Upon the Effective Date, the equity interests of Reliance Group
Holdings will be cancelled and the common stock of Reorganized
RFSC will reside with the holders of Class 2 Bank Claims.

Pursuant to the Amended and Restated Articles of Incorporation,
High River Limited Partnership will have the exclusive right for
the first 35 days after the first anniversary of the Effective
Date to purchase Reorganized RFSC common stock.  The High River
Option was included in the form of Amended and Restated Articles
of Incorporation pursuant to a letter agreement, dated July 2,
2004, between High River and the Bank Committee.

                       High River Assignment

The holders of the Bank Claims are the agents and lenders that
are, or were, from time to time, parties to a Credit Agreement,
dated as of November 1, 1993, as amended and restated as of
April 25, 1995, and as amended and modified through the Petition
Date, with, inter alia, RFSC.  Several of the Banks, including,
High River, AG Capital Funding Partners, L.P., Amroc Investments,
LLC and Silver Oak Capital LLC now wish to assign their positions
with respect to the Bank debt under the Bank Credit Agreement to
the Jefferies Group, Inc.

Pursuant to the terms of the Bank Credit Agreement, the High
River Assignment requires the consent of:

    (i) RFSC, as borrower under the Bank Credit Agreement, and
   (ii) the holders of 66-2/3% of the Bank Debt.

As of March 4, 2005, a unanimous written consent to the High River
Assignment has been obtained from the holders of the Bank Debt.
RFSC has agreed in principle to the execution of the High River
Assignment.

                 Amended Articles of Incorporation &
              High River Assignment Should be Approved

The Committees believe that the Debtor's execution of the consent
to the High River Assignment would be an action in the ordinary
course of RFSC's business.

As the borrower under the Bank Credit Agreement, RFSC had various
rights and obligations.  Among other things, its written consent
is required for any waiver or amendment of a provision or
provisions of the Bank Credit Agreement.  Without the requisite
consent, the High River Assignment would contravene certain
limitations in the Bank Credit Agreement regarding the percentage
of Bank Debt an assignee may acquire.  The execution of a consent
allowing that assignment would simply be an ordinary action taken
by RFSC under the Bank Credit Agreement.  Furthermore, the Debtor
has already agreed to execute that consent, subject to Court
approval.

The Committees propose to clarify the form of Amended and
Restated Articles of Incorporation with respect to the provision
concerning the High River Option, by making the High River Option
expressly conditional upon High River or its affiliates remaining
the beneficial owners of the common stock of Reorganized RFSC
issued to High River and its affiliates on the Effective Date.
Assuming the effectiveness of the High River Assignment, High
River will no longer be a Bank and, in fact, will no longer have
any outstanding interest in the Debtor after the Effective Date.
Thus, the proposed modification of the Amended and Restated
Articles of Incorporation should have no material adverse effect
on the rights of any party to RFSC's Chapter 11 case.

The Official Unsecured Bank Committee is represented by Andrew P.
DeNatale, Esq., Richard Horsch, Esq., Daniel P. Ginsberg, Esq.,
and Elizabeth Feld, Esq., at White & Case LLP, in New York.

Arnold Gulkowitz, Esq., and Brian Goldberg, Esq., at Orrick,
Herrington & Sutcliffe LLP, in New York are the attorneys for the
Official Unsecured Creditors' Committee.

                          *     *     *

The Court approves the Committees' request.

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)


SEALY MATTRESS: S&P Puts B+ Rating on Amended $690M Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Sealy Mattress Co.'s amended $690 million senior secured term bank
loan due 2012 and a '2' recovery rating.  The recovery rating
reflects our belief that lenders will recover a substantial amount
of principal (80%-100%) in the event of a payment default.

The proceeds of the bank loan are being used to repay the
company's existing $465 million term loan C and a $100 million
senior unsecured loan, two obligations with higher interest rates
than the amended facility.  The ratings are based on preliminary
terms and are subject to review upon final documentation.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Sealy Mattress Co. and its parent company, Sealy
Corp.

After the refinancing, Standard & Poor's expects pro forma total
debt outstanding to be about $1.0 billion. The outlook is stable.

"The ratings on Sealy Corp. are based on the company's highly
leveraged financial profile, a factor partially mitigated by its
No. 1 domestic market share in the stable bedding industry and by
its steady cash flow," said Standard & Poor's credit analyst
Martin S. Kounitz.

The mattress industry has stable demand characteristics and has
benefited from improved demographics.  About 70% of domestic
mattress sales are replacements for existing bedding.  Sealy's
substantial investment in advertising and promoting its brands
have posed a significant barrier to entry.  Chinese-manufactured
products have entered the market; however, imported mattresses are
not very competitive because of the shipping costs involved.
Moreover, consumers require fast delivery.

Sealy's average business profile is supported by:

   -- its strong brands (including Sealy, Posturepedic, and
      Stearns & Foster),

   -- its top market share, and

   -- the stable nature of demand for mattresses.

In 2004, Sealy retained the No. 1 market position in the U.S.
mattress industry, with a 21.8% share, about even with 2003.  The
company's market share peaked in 2001 at 22.8%.

Since 2000, the Three S's -- Sealy, and its major competitors
Simmons and Serta -- have seen modest loss in their market shares
to specialty mattress manufacturers such as Tempur Pedic and
Select Comfort, who have increased their share to nearly 10% from
less than 3% in 2000.  Sealy and its major competitors have
responded with composite mattresses, products that use latex or
other specialty materials to enhance traditional innersprings.


SHELBY COUNTY: Default Cues S&P to Cut Rating on $18.8M Bonds to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Shelby
County Health, Educational and Housing Facility Board, Tennessee's
$18.8 million multifamily housing revenue bonds series 1997,
issued on behalf of the Stonegate and Autumnwood apartment
projects, to 'B' from 'BB', and placed the rating on CreditWatch
with negative implications.

The rating actions reflect the occurrence of a technical default
and the likelihood of a draw on the debt service reserve fund
(DSRF) on the next interest payment date (IPD) in July 2005.

The trustee informed Standard & Poor's that a technical default
has occurred following the lessee's failure to make its monthly,
obligated payment due on Feb. 7, 2005, which may result in a draw
on the DSRF to make bond principal and interest payments on the
next IPD (July 1, 2005).

According to audited financial statements for fiscal 2003, the
ratio of net operating income to maximum annual debt service was
1.06x.  This ratio dropped from the 2002 level of 1.14x and is
significantly below the 1.5x pro forma coverage level at which
Standard & Poor's originally rated the bonds.  Unaudited financial
statements through Dec. 31, 2004, indicate that coverage improved
slightly to 1.10x in that year.


SINO-FOREST: Will Operate Anhui Plantation with Mandra Resources
----------------------------------------------------------------
Sino-Forest Corporation agreed to enter into a series of
agreements with Mandra Resources Limited and certain of its
subsidiaries that are start-up companies formed to acquire, grow,
harvest and replant standing timber on commercial forestry
plantations located in Anhui province in the People's Republic of
China.

Sino-Forest has been provided with a fairness opinion by an
investment banking firm of international standing to the effect
that the commercial relationship between Sino-Forest and Mandra is
fair from a financial point of view to Sino-Forest and its
relevant subsidiaries.  Mandra has received a report from JP
Management Consulting (Asia Pacific) Pte Ltd. relating to the
Mandra Project, which includes a review of the suitability of
areas around various cities in Anhui province for the development
of commercial forestry plantations.

The implementation of the proposed agreements is subject to Mandra
Forestry Finance Limited raising third party financing sufficient
to implement the Mandra Project, which Mandra Finance is currently
seeking, and, in connection with the completion of the Financing,
the parties will enter into agreements pursuant to which:

   -- Sino-Forest will advance a US$15 million subordinated loan
      to Mandra Forestry Holdings Limited, the parent corporation
      of Mandra Finance, at the completion of the Financing;

   -- Sino-Forest will acquire, for nominal consideration, a 15%
      equity investment in Mandra Holdings;

   -- Sino-Forest will be entitled and obligated to purchase
      substantially all of the commercially saleable cut logs
      harvested from the Plantations pursuant to a seven year
      committed sales agreement at a 3% discount to the then-
      prevailing market price, which agreement may be extended
      annually for up to another five years at Mandra's option;

   -- Sino-Forest will be engaged for a seven year period under an
      operating management agreement to provide certain
      management, operating and support services to help operate
      and manage the Plantations, in return for a quarterly
      service fee equal to the greater of US$250,000 and 10% of
      the estimated reimbursable expenses for the quarter, which
      agreement may be extended annually for up to another five
      years at Mandra's option;

   -- Subject to certain conditions, Sino-Forest will have an
      option to acquire all the other outstanding shares of Mandra
      Holdings at their then fair market value (subject to certain
      conditions), which option is exercisable from the third
      anniversary of the date of the Shareholders Agreement (or
      earlier in certain circumstance) to the fifth anniversary of
      the date of the Shareholders Agreement;

   -- Sino-Forest will be granted a right of first offer to
      purchase the equity securities of Mandra Holdings from the
      other shareholders thereof in respect of any proposed sales
      by such shareholders between the fifth and seventh
      anniversaries of the date of the Shareholders Agreement, and
      Mandra Resources Limited (the controlling shareholder of
      Mandra Holdings) will be granted a drag-along right to
      compel each of the other shareholders of Mandra Holdings to
      sell their shares in a sale by Mandra Resources any time
      after the fifth anniversary of the Shareholders Agreement;
      and

   -- Sino-Forest will gain access to potential plantation
      production in a province of the PRC where Sino-Forest does
      not currently carry on activities but which Sino-Forest
      considers to be an important strategic location given its
      proximity to the Yangzi River Delta.

Sino-Forest believes that during the initial term of the
agreements with Mandra, the combination of discounts to market
prices paid for cut logs, together with fees earned by Sino-Forest
under the operating agreement, will enable Sino-Forest to recover
the amount of the investment made by it, assuming that the Mandra
Project proceeds according to current expectations.  Sino-Forest
Chairman and CEO Allen Chan said "This strategic transaction is
expected to further strengthen Sino-Forest's leadership position
as a commercial plantation operator in China, by significantly
increasing our access to logs with relatively little capital
investment. It will also further diversify our sources of revenue
geographically and give us the opportunity to significantly
increase our investment in this new venture in the future."

Under Mandra Finance's operating plan, Mandra Finance intends to
acquire up to 270,000 hectares of mature, half-mature and young
Chinese fir and pine trees, to grow and harvest them and to sell
them to Sino-Forest.  This potential access to significant amounts
of cut logs is therefore to be available to Sino-Forest without
the capital expenditure, which would be required if Sino-Forest
was initiating this project on its own.  Mandra may also acquire
an additional 50,000 hectares of standing timber.

Mandra Finance's current acquisition plan contemplates acquiring
standing timber on approximately 133,300 hectares of commercial
forests in each of the first two years of its operation, or sooner
if possible.  While Mandra Finance has undertakings with certain
local forestry bureaus to assist in acquiring up to an aggregate
of approximately 350,000 hectares of commercial forests from the
holders of land use rights in their respective jurisdictions,
Mandra Finance must still negotiate the final price and other
commercial terms in the definitive agreements with the holders of
land use rights.

Sino-Forest will agree not to operate forestry plantations or
provide forestry plantation services to any other person in Anhui
province that could reasonably be expected to have a material
adverse effect on the performance of its obligations under the
arrangements with Mandra Finance, and Mandra Finance and Mandra
Holdings will agree not to operate forestry plantations or provide
forestry plantation services to anyone in the PRC outside of Anhui
province, in each case during the term of the agreements and for a
period of three years thereafter.

The rights and obligations of Sino-Forest under all of the
foregoing agreements, whether executed prior to or
contemporaneously with, the completion of the Financing, will be
conditional upon the completion of the Financing.

                  Jaakko Poyry Consulting Report

Sino-Forest also announced that Mandra Finance has received a
report from JP Management Consulting (Asia Pacific) Pte Ltd.
relating to a technical and operational review of the proposed
operations of Mandra relating to the Mandra Project, which
includes a review of the forestry industry in the PRC and the
suitability of areas around various cities in Anhui province for
the development of commercial forestry plantations.  The Jaakko
Poyry Report, contains certain projections of cash flow for the
Mandra Project as well as analyses for changes in log prices,
yield (recoverable volume) and production, planting and
maintenance costs, all of which are subject to the assumptions,
limitations and qualifications set out therein.

Sino-Forest Corporation (S&P, BB- Credit Rating, Stable Outlook,
July 28, 2004) is the largest, foreign-owned, commercial forestry
plantation operator in China in terms of plantation area.  Sino-
Forest cultivates and harvests trees for sale as standing timber,
logs and wood fiber for the manufacturing of wood chips for pulp &
paper processing, and of engineered wood products for the
furniture, construction and decoration industries. Sino-Forest is
a Canadian corporation with executive offices in Hong Kong and
plantations in south-east China.  Sino-Forest operates through two
wholly owned subsidiaries - Sino-Panel Holdings Limited and Sino-
Wood Partners Limited.  Sino-Forest's common shares have been
listed on the Toronto Stock Exchange since 1995 and trade under
the symbol TRE.


SOLUTIA INC: Begins Design of New Saflex(R) PVB Plant in China
---------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) begun the design and
engineering of a new Saflex PVB interlayer plant in China.  Upon
the successful completion of the design and engineering phase, the
company would begin the construction phase, targeting a mid-2007
startup.  The plant is being designed to meet the growing demands
of the Chinese automotive market by manufacturing PVB interlayers
for use in windscreens.

"The China plant is a critical component of the global growth
strategy for Solutia's Laminated Glazing Interlayers (LGI)
business," said Mitch Pulwer, General Manager, LGI, Solutia Inc.
"We are dedicated to meeting the growing needs of our customers
worldwide, and to building capacity in line with market demand.
This announcement reflects our commitment to providing customers
in China with an on-the-ground source of the world's premier PVB
interlayers.  We will continue to invest in all world areas as
both technology and capacity needs arise."

The new Solutia plant is being designed for location in an
industrial community such as the greater Shanghai area, building
upon Solutia's current LGI presence in the Asia-Pacific region.
Solutia began expanding this presence in 1998 with a finishing
center, distribution center and regional customer service center
in Singapore.  These investments have been instrumental in
establishing the high level of logistical support and customer
service necessary to meet growing Asian demand.

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.


SPIEGEL INC: Court Permits Committee to Hire Hannafan as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors appointed in
Spiegel, Inc., and its debtor-affiliates' chapter 11 cases
permission to retain Michael T. Hannafan & Associates Ltd. as its
Illinois local counsel, nunc pro tunc to March 10, 2005.

As the Committee's local counsel, Hannafan will assist
the Committee's special conflicts counsel Zuckerman Spaeder LLP
by:

    (a) reviewing, investigating, and, if appropriate, prosecuting
        claims or causes of actions against third parties;

    (b) appearing before the Court and any other court to protect
        the interests of the estate;

    (c) performing all other necessary legal services requested by
        the Committee in connection with the matters for which it
        is being retained; and

    (d) otherwise representing the Committee in matters where it
        so directs.

The Committee assures the Court that in performing the required
tasks, Hannafan will coordinate with Zuckerman to avoid
duplication of expense to the estate.

Michael T. Hannafan, Esq., attests that the firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtors' estates or creditors.

Mr. Hannafan will be paid on an hourly basis.  The attorneys and
professionals presently designated to represent the Committee,
and their hourly rates are:

              Michael T. Hannafan         $500
              Blake T. Hannafan           $340
              Nicholas A. Pavich          $300
              Paralegal Assistance         $50

Hannafan may use one or more additional lawyers in connection
with its engagement.  The hourly rates are subject to periodic
adjustments from time to time.

Hannafan will also be reimbursed for actual, necessary expenses
incurred.

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)


TOM'S FOODS: Taps Corporate Revitalization as Reorg. Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Tom's Foods Inc. permission to employ Corporate Revitalization
Partners, LLC, as its reorganization consultants and Gene R.
Baldwin as its Chief Restructuring Officer.

As Chief Restructuring Officer, Mr. Baldwin will report to the
Debtor's Board of Directors and will be responsible for managing,
supervising and administering any and all aspects of the Debtor's
bankruptcy proceedings.

Corporate Revitalization will:

   a) assist in the preparation of schedules of assets and
      liabilities, statement of affairs, budget cash flow
      management charts, and other financial reports that the
      Debtor requires for the orderly administration of its
      chapter 11 case;

   b) consult and advise the Debtor with respect to obtaining
      post-petition financing, and in connection with any plan of
      reorganization and disclosure statement; and

   c) advise the Debtor with respect to the myriad of other
      business and reorganization issues in relation to its
      chapter 11 case, and perform other services that are
      assigned by Mr. Baldwin.

Mr. Baldwin, a Managing Partner at Corporate Revitalization,
discloses that the Firm received a $75,000 retainer, and the
Firm's compensation consists of a $15,000 weekly fee.

Mr. Baldwin reports the hourly rates of Corporate Revitalization's
principal consultants:

      Professional      Designation         Hourly Rate
      ------------      -----------         -----------
      William Snyder    Managing Partner       $375
      Mike Manos        Managing Partner       $350
      Steve Truitt      Partner                $300
      Clint Conduit     Associate              $175

The hourly rates of Corporate Revitalization's other professionals
are:

      Designation         Hourly Rate
      ------------        -----------
      Managing Partners   $300 - $400
      Partners            $250 - $325
      Associates          $150 - $200

Corporate Revitalization assures the Court that it does not
represent any interest materially adverse to the Debtor or its
estate.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TRINITY COUNTY: Fitch Cuts COPs Rating to BB from BBB
-----------------------------------------------------
Fitch Ratings has downgraded the rating on $1,025,000 in Trinity
County certificates of participation -- COPs -- 1997 Capital
Improvements Refunding -- to 'BB' from 'BBB'.  The Rating Outlook
is Stable.

The downgrade is based on the county's weakened financial position
and substantial operating losses at its hospital.  The downgrade
also reflects Fitch's assessment of county management actions to
date as weak, evidenced by several years of minimal and
insufficient general fund subsidies to the hospital, slow action
to alleviate the hospital's operating losses, recent inefficient
billings and collections, and general fund operating losses in
recent fiscal years.  Fitch also views the county's need to
restrict its general fund balance to 5% of the prior year's
expenses after an upcoming working capital financing as providing
too small of a reserve given the area's economic cyclicality.

Until February 2005, Trinity County owned and operated a small
hospital, which ran sizable operating deficits for several years.
General fund contributions were not sufficient to balance
operations, resulting in a $3.8 million deficit accumulated by
June 30, 2004.  This liability rose to $7.3 million by early 2005,
as the county's billings and collections systems experienced
technical and other problems.  The county has borrowed internally
for general liquidity, and to make a repayment set-aside required
for its $3 million tax and revenue anticipation notes -- TRANs.
The county now is planning about a $5.7 million working capital
financing, which will repay the interfund loan, provide for the
second TRAN repayment, and yield liquidity for upcoming hospital
operations.

In an effort to keep this hospital operating as is and stem its
losses, the county, Trinity Public Utilities District -- TPUD, and
Mountain Community Medical Service Authority -- MCMS, a joint
powers authority created by the county and TPUD executed a project
management agreement whereby MCMS will operate the hospital and
TPUD will provide up to $1.8 million in loans.  This structure
began in February, 2005.  The agreement envisions TPUD seeking
voter authorization for an electric utility surcharge to subsidize
hospital operations in November, 2005.  However, passage requires
a two-thirds majority, and Fitch cannot ascertain the likelihood
of approval.  A parcel tax to support hospital operations failed
in November 2004, receiving 55% approval instead of the two-thirds
required.  Also, the agreement does not require the election to
take place, and any party can withdraw from the agreement.

Should the agreement be terminated, or the electric surcharge fail
to be approved by voters, alternatives consist primarily of
closing the hospital, reducing services offered making the
hospital function only as a health clinic, or creating another
means for TPUD to support MCMS in its operations.  Ultimately, the
county hopes the hospital will regain financial viability with the
electric surcharge, at which point a hospital district with
property tax levying capacity can be established with voter
approval.  The district then would execute a new project
management agreement.  A permanent resolution for the hospital
must be reached by Jan. 1, 2008, when special legislation allowing
TPUD to operate the facility through MCMS expires.

The county's financial position is weak, with the general fund
running operating losses in fiscals 2003 and 2004, largely the
result of lower state funding.  Fiscal 2004 ended with a $0.6
million general fund balance, a low 4.5% of operating expenditures
and transfers out.  Also, this level is well below fiscal 2002's
$1.7 million or 12.5%.  Fitch views the county as needing an above
average year-end reserve because of the inherent cyclicality in
its natural resource-based economy and reliance on sensitive tax
revenue.  Assuming the planned working capital financing proceeds,
federal tax law concerning such financings restricts the county's
general fund balance to 5% of the prior years' expenditures.

The county has made progress in improving its financial outlook
with $400,000 in budget reductions made recently as well as plans
to eliminate another $600,000 over the following two years.  These
reductions will partially offset the new costs of the TPUD loan
repayment, the working capital COP debt service, and eventually,
reimbursement for the retained $4.3 million hospital deficit
accumulated prior to the transfer date.  (The hospital deficit
reduces to $4.3 million following $3 million in repayment to the
county treasury pool from the working capital financing proceeds.)

Trinity County's non-financial credit factors are adequate, and
could support a return to the 'BBB' rating if the financial
position improves.  The debt burden, assuming a $5.7 million
working capital borrowing, is low and assessed valuation growth
has been consistent and moderate.  However, the unemployment rate
continues to be well above state and national averages, reaching
12.1% in 2004, its highest level since 2001.  The county economy
is limited, based largely in timber, government, and tourism.
Income levels are below average, reflecting a low cost of living
and employment seasonality.  The tax base is somewhat concentrated
in timber production, although the representation is moderate.

Fitch will continue to monitor the hospital's operating status
including the outcome of the November election, if one is held,
and its implications for the county's overall financial position.


ULTIMATE ELECTRONICS: Explores Possible Sale or Liquidation
-----------------------------------------------------------
Ultimate Electronics, Inc. (OTC: ULTEQ) continues to explore
various strategic alternatives in an effort to maximize value for
all stakeholders, including a sale of all or part of the company
as a going concern or the sale of all or part of the assets of the
company through a liquidation.  In connection with this process,
the company plans to conduct an auction today and tomorrow,
April 14 and 15, seeking the highest and best bid or combination
of bids from qualified third parties.  The company anticipates
seeking approval of those bids at a hearing before the U.S.
Bankruptcy Court for the District of Delaware on April 19, 2005.

                     DIP Financing Amendment

The company and its lenders have also entered into further
amendments to the company's debtor-in-possession financing
facility.  The amendments require the company to conduct an
auction and seek Bankruptcy Court approval of qualified third
party bids for the company by agreed upon dates.  The amendments
also permit the company to access $5 million in cash reserves
between April 8 and April 19, 2005.

                   Common Stock Deregistration

Ultimate intends to file a Form 15 with the Securities and
Exchange Commission to deregister its common stock and suspend its
reporting obligations under the Securities Exchange Act of 1934
after the close of trading on April 13, 2005.  The company expects
the deregistration to become effective within 90 days of the
filing with the SEC.  As a result of the Form 15 filing, the
company's obligation to file with the SEC certain reports and
forms, including Forms 10-K, 10-Q, and 8-K, will be suspended and
upon effectiveness will cease.  As previously reported, the
company's common stock was delisted from the Nasdaq National
Market effective February 25, 2005.  Since then, the company's
common stock has been trading on the Pink Sheets.  The company
anticipates that its common stock will continue to be quoted on
the Pink Sheets following deregistration to the extent that market
makers continue to make a market in its shares.  However, the
company can provide no assurances that trading of the company's
common stock will continue.

In making its determination to deregister its common stock and
suspend its reporting obligations under the Securities Exchange
Act, the company's Board of Directors considered four factors,
including:

   -- The company's ongoing restructuring efforts in connection
      with its filing under chapter 11 of the United States
      Bankruptcy Code;

   -- The company's belief that the outcome of the company's
      reorganization under chapter 11 of the Bankruptcy Code will
      not result in any value for the holders of the company's
      common stock;

   -- The costs, both direct and indirect, incurred by the company
      in connection with the preparation and filing of periodic
      reports and forms with the SEC which the company expects
      would increase as a result of the Sarbanes-Oxley Act of 2002
      and new SEC rules promulgated thereunder; and

   -- The benefit of allowing senior management to spend less time
      with SEC report and form preparation will enable them to
      devote their full attention and effort to the company's
      operations and financial objectives.

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.


ULTIMATE ELECTRONICS: Gets Court Approval to Hire Skadden Arps
--------------------------------------------------------------
Ultimate Electronics, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Skadden, Arps, Slate, Meagher &
Flom LLP as its general bankruptcy counsel.

Skadden Arps will:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   b) advise the Debtors with respect to corporate transactions
      and corporate governance, and in any negotiations with
      creditors, equity holders, prospective acquirers, and
      investors and assist the Debtors with respect to employee
      matters;

   c) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult the Debtors on the conduct of their chapter 11
      cases, including all of the legal and administrative
      requirements of operating in chapter 11;

   d) take all necessary action to protect and preserve the
      Debtors' estates, including

        (i) the prosecution of actions on their behalf,

       (ii) the defense of any actions commenced against the
            Debtors' estates and negotiations concerning all
            litigation in which the Debtors may be involved, and

      (iii) objections to claims filed against the estates;

   e) review and prepare on behalf of the Debtors all motions,
      administrative and procedural applications, answers, orders,
      reports and papers necessary to the administration of the
      their estates;

   f) negotiate and prepare on the Debtors' behalf a plan of
      reorganization, disclosure statement and all related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of the plan;

   g) review and object to claims and analyze, recommend, prepare,
      and bring any causes of action created under the Bankruptcy
      Code and advise the Debtors in connection with any proposed
      sale of assets;

   h) appear before the Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtors' estates
      before those courts and the U.S. Trustee; and

   i) perform and provide all other necessary legal services and
      legal advice to the Debtors in connection with their chapter
      11 cases.

J. Eric Ivester, Esq., a Member of Skadden Arps, is the lead
attorney for the Debtors' restructuring.  Mr. Ivester discloses
that the Firm received a $427,870,000 [sic] postpetition retainer.

Mr. Ivester reports Skadden Arps' professionals bill:

    Designation                  Hourly Rate
    -----------                  -----------
    Partners                     $540 - 825
    Counsel/Special Counsel       535 - 640
    Associates                    265 - 495
    Legal Assistants               90 - 195

Skadden Arps assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

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).
When the Debtors filed for protection from their creditors, they
listed total assets of $329,106,000 and total debts of
$160,590,000.


UNISOURCE ENERGY: Moody's Puts Ba2 Rating on Planned $105M Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Senior Implied rating of Ba2
to UniSource Energy Corporation and assigned a rating of Ba2 to
UniSource's proposed $105 million senior secured bank credit
facility.  This is the first time that Moody's has rated
UniSource.

Moody's also upgraded the ratings of UniSource's utility
subsidiary Tucson Electric Power (TEP: senior unsecured to Ba1
from Ba3), concluding the review for upgrade that was initiated on
February 8th.  In addition, Moody's assigned a Baa3 rating to
TEP's proposed new $400 million 5-year senior secured bank credit
facility. The rating outlook is stable for both UniSource and TEP.

The rating actions reflect:

   1) Improvement in financial performance, which is due in part
      to recent deleveraging, and expectations that financial
      results will continue to improve over the next several
      years;

   2) the relatively low business risk and stable cash flow
      associated with the regulated operations that comprise
      virtually all of UniSource's earnings and cash flow;

   3) the medium term rate clarity that exists as a result of
      prior decisions by the state commission; and

   4) the termination of a proposed leveraged acquisition of the
      company by a third party which eliminated uncertainty and
      the potential for additional holding company debt.

In February, UniSource announced a plan to reduce debt at
subsidiary Tucson Electric Power by approximately $215 million by
raising approximately $235 million of debt at the holding company
and contributing equity into its utility subsidiaries.  This
followed the termination of the proposed purchase of UniSource by
a third party, which as proposed, would have increased
consolidated leverage by approximately $400 million.  Consolidated
debt was reduced in 2004 as TEP generated strong free cash flow
after capital spending, and debt was further reduced by the early
redemption of $53 million of TEP first lien securities last month.

The rating action considers the stability of UniSource's income
and cash flow, virtually all of which is derived from its
regulated operations in Arizona.  TEP is a vertically integrated
electric utility that contributes approximately 90% of UniSource
cash from operations.  UniSource Energy Services, whose
subsidiaries are UNS Electric, Inc. an electric transmission and
distribution company and UNS Gas, Inc. a local natural gas
distribution company, contributes approximately 10% of UniSource's
consolidated cash from operations.  UniSource's only non-regulated
subsidiary, Millennium Energy Holdings, Inc. comprises
approximately 6% of its assets and is in exit mode, which will
further reduce the business risk profile of UniSource.

Both TEP and the UES subsidiaries have a substantial amount of
regulatory rate clarity for the medium term.  A 1999 settlement
agreement established rates for TEP through 2008 with an interim
review in 2004.  As part of the Arizona Corporation Commission's
2003 approval of the acquisition of the UES assets, rate increases
implemented at both UNS Gas and UNS Electric will be in effect
through 2007.

The upgrade of TEP incorporates the expectation that its financial
performance will continue to improve over the next several years.
In 2004, TEP's funds from operations as a percentage of total
adjusted debt was approximately 14% and, primarily as a result of
planned early debt redemption and reduced interest costs, is
expected to be in the range of 16% to 20% for the next several
years.  TEP anticipates funding all of its capital expenditures
and maturing debt obligations from internal sources of cash.

UniSource's 2004 funds from operations reflected a full year of
UES results, and equaled approximately 14% of total adjusted debt.
The rating reflects Moody's expectation that UniSource's FFO as a
percentage of debt will be in the range of 15% to 18% for the next
few years.

The ratings also consider the following risks:

   1) TEP is in the midst of a scheduled regulatory rate check
      that could result in lower rates but not higher rates;

   2) significant uncertainty in 2008 when the current rate freeze
      at TEP will end and a power supply agreement that supports
      virtually all of UNS Electric's power sales is scheduled to
      terminate;

   3) maintaining high plant availability is a key factor for
      financial performance and any substantial unplanned outage
      could be costly since the utility is operating under a rate
      freeze;

   4) UniSource's consolidated debt to capital ratio, as
      calculated on a GAAP basis, remains quite high for its
      industry; and

   5) UniSource and TEP operate their businesses in a challenging
      state regulatory environment.

TEP is currently in the process of a rate check that was mandated
as part of the 1999 settlement agreement.  The check could cause
rates to be reduced but not increased.  As part of filings, TEP
has indicated that they could justify a revenue increase of
$111 million, and therefore feel that it is unlikely a decrease
would be required.  According to the company, the bulk of the
revenue shortfall is generated by differences in the actual cost
of fuel and other operating and lease expense compared to the
amounts allowed for these items in its current rates.  Based on
the procedural schedule established, a decision is not expected
until the fourth quarter of 2005.

Uncertainty for both TEP and UES will increase as 2008 approaches.
Rates at TEP are currently capped through 2007.  The terms of the
1999 settlement agreement included the assumption that TEP would
begin to charge market based rates in 2008.  However, UniSource
has indicated that they believe a new agreement could replace the
1999 settlement agreement prior to 2008.  Given its low cost
predominately coal-fired generating assets, TEP should be well
positioned in a market based rate environment but also has
flexibility to continue in a negotiated or capped rate
environment.  The power purchase agreement that supplies virtually
all of UES Electric's energy supply is scheduled to terminate in
2008.

TEP and UniSource's financial results are dependent on the
continued solid performance of their low-cost coal fired
generation assets.  TEP's rates are currently capped and there is
no mechanism to pass through increases in fuel or purchased power
costs, such as might result from an unplanned outage of a key
generating plant.

On a GAAP basis, debt to capital ratios at both TEP and UniSource
remain high.  Although leverage at TEP is being further reduced in
conjunction with the issuance of the UniSource facilities, TEP's
adjusted debt-to-capital ratio is projected to be approximately
72%.  UniSource debt-to-capital ratio is projected to be
approximately 74%.  In each case, this is among the highest of
U.S. investor owned electric utility companies.

The rating outlook is stable for both UniSource and TEP,
reflecting their improving financial results, the stability of
their predominantly regulated businesses and an expectation of
continued solid operating performance.

TEP's proposed secured credit facilities will have a five year
term and will mature in 2010.  They are expected to include a
$60 million revolving credit facility for working capital needs
and a $340 million letter of credit facility to support
$329 million of tax-exempt variable rate remarketed bonds.  The
proposed facilities are to be secured by a second lien on TEP's
plant through the pledge of second mortgage bonds to these
creditors.

TEP intends to substitute its remaining $138 million of first lien
debt into its second mortgage bond indenture on or before
June 30, 2005. TEP will not issue any additional first mortgage
bonds, so the second mortgage bonds will be TEP's highest ranking
obligations.  The facilities will prohibit the issuance of new
first mortgage bonds.  The net book value of assets pledged under
TEP's indenture is approximately $1.1 billion.  The new credit
facilities will replace similarly sized facilities that are
scheduled to mature in 2009.  Financial covenants will include a
minimum EBITDA to interest test and a maximum consolidated debt to
EBITDA test.

The proposed UniSource secured credit facilities will have a five
year term and mature in 2010.  They include a $90 million term
loan facility and a $15 million revolving credit facility.
Proceeds will be used to fund equity contributions to TEP for debt
reduction and for general corporate purposes.  Security is limited
to the capital stock of Millennium and UES, with a negative pledge
provided on the capital stock of TEP.  Financial covenants include
minimum borrower cash flow to debt service (as defined) of 1.25
times and a maximum consolidated total debt to EBITDA (as defined)
of 5.25 times declining over time.

UniSource's SGL-2 speculative grade liquidity rating is reflective
of a good liquidity profile.  UniSource's 2004 consolidated cash
from operations of about $300 million more than covered capital
expenditures of over $150 million and dividends of approximately
$22 million.  Over the next several years, free cash flow after
capital expenditures and dividends is projected to be in the range
of $50-$100 million per year.  Near term debt maturities are
limited to capital lease payments at TEP of approximately
$40-$50 million per year.

Ratings assigned for UniSource are:

   -- Senior Implied Rating and senior secured bank credit
      facility; both Ba2,

   -- Speculative grade liquidity rating; SGL-2

Ratings assigned for TEP are:

   -- Senior secured bank facility; Baa3

Ratings upgraded for TEP are:

   -- Senior secured debt and senior secured bank facility
      upgraded to Baa3 from Ba2;

   -- Issuer Rating and senior unsecured debt upgraded to Ba1
      from Ba3

Headquartered in Tucson, Arizona, UniSource Energy Corporation is
a holding company that provides electricity and natural gas to
approximately 593,000 customers across Arizona through its primary
subsidiaries, Tucson Electric Power Company, a vertically
integrated electric utility, and UniSource Energy Services which
owns UNS Gas, Inc. and UNS Electric, Inc.


WARREN RECYCLING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Warren Recycling, Inc.
        P.O. Box 3647
        Warren, Ohio 44482

Bankruptcy Case No.: 05-41620

Type of Business: The Debtor operates a recycling center.

Chapter 11 Petition Date: March 28, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Judge Kay Woods

Debtor's Counsel: Andrew W. Suhar, Esq.
                  P.O. Box 1497
                  Youngstown, Ohio 44501
                  Tel: (330) 744-9007

                       -- and --

                  Melissa M. Macejko, Esq.
                  1101 Metropolitan Tower
                  P.O. Box 1497
                  Youngstown, Ohio 44501
                  Tel: (330) 744-9007

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
CSX Transportation, Inc.                      $478,455
500 Water Street SCJ180
Jacksonville, FL 32202-4423

Caterpillar Financial Services Corp           $247,980
P.O. Box 730669
Dallas, TX 75373-0669

Browning-Ferris Industries                    $131,406
8100 South Stateline Road
Lowellville, OH 44436

R&J Trucking Co., Inc.                        $119,674
8063 Souther Boulevard
P.O. Box 9454
Youngstown, OH 44513

Ohio Machinery                                 $97,000
P.O. Box 92339-N
Cleveland, OH 44193

Geauga/Trumbull Solid Waste                    $57,075
Management District
2931 Youngstown Road
Warren, OH 44484

Sky Bank                                       $38,705
P.O. Box 40
East Liverpool, OH 43920

David R. Snyder, CPA                           $26,225
4097 Youngstown Road
Warren, OH 44484

SLM Equipment & Repair                         $25,625
11800 Rockhill
9300 Johnson Road
Alliance, OH 44601

Waste Management of Ohio                       $23,075
Mahoning Landfill
3510 Garfield Road
New Springfield, OH 44443

Flex-Temp Employment Service                   $21,928
P.O. Box 2517
Sandusky, OH 44871-2517

The Simon Law Firm                             $21,290
1717 Penton Media Building
1300 East 9th Street
Cleveland, OH 44114-1503

Cashflow Lease                                 $12,965
Suite 101, LB 32, 1600 Redbud
Mc Kinney, TX 75069

United Healthcare                              $12,780
Prime Billing MN015-2838
P.O. Box 41738
Philadelphia, PA 19101-1738

Ravenna Tire Service                            $9,286
480 Cleveland Road
Ravenna, OH 44266-2097

GT Environmental, Inc.                          $7,541
635 Park Meadow Road, Suite 112
Westerville, OH 43081

Ambrosy & Fredericka                            $6,752
144 North Park Avenue, Suite 200
Warren, OH 44481-1124

GMAC                                            $6,410
Payment Processing Center
P.O. Box 5180
Carol Stream, IL 60197-5180

City of Warren Utility Service                  $5,810
580 Laird Avenue, Southeast
P.O. Box 670
Warren, OH 44482

Ohio Edison                                     $5,747
P.O. Box 3637
Akron, OH 44309-3637


WAVEFRONT ENERGY: Buying 90% Working Interest in Okla. Oil Field
----------------------------------------------------------------
Wavefront Energy and Environmental Services Inc. entered into an
option agreement to purchase 90% of the working interest in the
existing production, equipment, and mineral lease of an oil field
in Rogers County, Oklahoma from an arm's length party for total
consideration of US $180,000.  In connection with the option
agreement the Company has advanced a US $15,000 non-refundable
deposit. Should the Company exercise its option the deposit will
be applied against the total consideration.

An independent geologist report prepared by Robert Sullivan
indicates an estimated 15 million barrels of oil in place in the
780-acre lease area.  It is reported that conventional production
methods may produce up to 15% BIP.  There is potential for
additional production to be added through development drilling
alone.  However, management believes that an aggressive Pressure
Pulse Technology waterflood program will increase ultimate oil
recovery beyond stated values.  Though the main goal in acquiring
the lease is to actively pursue PPT an additional economic benefit
of the acquisition may reside in coal bed methane production.  The
independent geologist has also identified several zones underlying
the oil-bearing formation consistent with on-going CBM production
operations in the vicinity of the lease.

Brett Davidson, President and CEO of Wavefront, said: "The Rogers
County field represents an excellent existing production
opportunity for the Company.  The successful application of PPT
should significantly influence the amount of recoverable oil.  The
Company is also very intrigued about the possibility of CBM
underlying the property.  We continue to identify properties that
present opportunity to demonstrate the efficacy of PPT and will
pursue those which fit within our corporate strategy."

Wavefront Energy and Environmental Services, Inc., develops,
markets, and licenses proprietary technologies in the energy and
environmental sectors. The Company's Pressure Pulse Technology for
fluid flow optimization has been demonstrated to increase oil
recovery.  Within the environmental sector, PPT accelerates
contaminant recovery and improves in-ground treatment of
groundwater contaminants thereby reducing liabilities and
restoring the site to its natural state more rapidly.

As of Nov. 30, 2004, the Company's stockholders' deficit narrowed
to $36,302 from a $269,928 deficit at Aug. 31, 2004.


WESTPOINT STEVENS: Common Stock Symbol Changed to WSPQE
-------------------------------------------------------
WestPoint Stevens, Inc. Common Stock, which is traded at the OTC
Bulletin Board, has undergone a symbol change.  WSPTQ has been
changed to WSPQE.  All Security Symbols appended with an "E" will
be ineligible for quotation and subject to removal from the OTCBB
in 30 calendar days if the National Association of Securities
Dealers does not receive information indicating that the Company
is current in its public reporting obligations pursuant to Rule
6530.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.)  It also has nearly 60
outlet stores.  Chairman and CEO Holcombe Green controls 8% of
WestPoint Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WHITING PETROLEUM: S&P Puts B- Rating on $220 Mil. Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
exploration and production company Whiting Petroleum Corp.'s $220
million senior subordinated notes due 2013.  At the same time,
Standard & Poor's affirmed all ratings on Whiting.  The outlook
remains stable.

Denver, Colorado-based Whiting will have about $370 million worth
of debt pro forma this transaction.

"The ratings on Whiting reflect the company's relatively small
size, above-average cost structure, leveraged financial profile,
and participation in the intensely competitive and highly cyclical
oil and gas industry," said Standard & Poor's credit analyst Paul
B. Harvey.  "These concerns are only partially offset by Whiting's
long-lived reserves, which are expected to generate a significant
inventory of development projects," he continued.

During 2004, Whiting, following an aggressive acquisition and
exploitation strategy, completed seven acquisitions that added
almost 436 billion cubic feet equivalent (bcfe) of reserves,
bringing total reserves to roughly 865 bcfe as of Dec. 31, 2004.
The company remains relatively small compared with many of its
exploration and production peers.

The bulk of reserves are in three geographically diverse regions:

      (1) Rocky Mountains,

      (2) Gulf Coast/Permian Basin, and

      (3) Michigan.

The Mid-Continent properties make up the rest of Whiting's reserve
base.

The stable outlook reflects expectations that recent improvements
to debt leverage will be maintained and that Whiting will pursue a
more moderate financial profile.  Further debt-financed
acquisitions that undo recent improvement to the capital structure
could lead to lower ratings.  Ratings improvement is possible if
Whiting's cost structure improves and credit metrics continue to
strengthen.


ZIFF DAVIS: S&P Junks Proposed $205 Million Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ziff
Davis Media Inc., including the 'CCC' corporate credit rating, on
CreditWatch with positive implications.  At the same time,
Standard & Poor's assigned its 'CCC+' rating to Ziff Davis'
proposed $205 million senior secured floating rate notes due
2012.

Proceeds from the note issue will be used to refinance $174.1
million in bank debt and add $23.2 million to cash balances.  If
the refinancing is successful, Ziff Davis' corporate credit rating
will be raised to 'CCC+' with a stable outlook.  Failure to
complete the transaction would result in the ratings being taken
off CreditWatch and a negative outlook being assigned.

As of Dec. 31, 2004, the New York, New York-based integrated media
company, which is analyzed on a consolidated basis with its parent
company, Ziff Davis Holdings Inc., had $340 million in pro forma
consolidated debt.

"The rating actions reflect some easing of pressure on Ziff Davis'
capital and maturity structure as a result of the proposed
refinancing," said Standard & Poor's credit analyst Steve
Wilkinson.

The refinancing would substantially reduce the risk of near-term
default by eliminating bank maturities that were scheduled to
increase to $24 million in 2005 and to $83 million in 2006, and by
modestly increasing liquid assets.

The rating on Ziff Davis reflects its:

      (1) high debt leverage,

      (2) marginal coverage ratios,

      (3) limited liquid resources, and

      (4) earnings concentration in a few key technology magazine
          titles.

Also, the company's thin positive discretionary cash flow will
turn negative when its compounding notes begin requiring cash
interest payments in February 2007, unless the company can
significantly improve its profitability and cash flow over the
next two years.

These risks are not meaningfully offset by Ziff Davis' established
position in the computer and electronic game magazine publishing
industries.  Competition in this niche is fierce; Ziff Davis and
two other publishers account for the bulk of technology magazine
industry revenues.


* CNQ Approves Union Securities Ltd. as a Dealer
------------------------------------------------
CNQ reported that Union Securities Ltd. is joining the exchange as
a participating dealer.  Union Securities has a long standing
history of service to its clients in all markets in Canada and is
active in the financing of emerging companies in all major
sectors.

Union Securities Ltd. is a full service investment dealer with
offices in:

            * Vancouver,
            * Toronto,
            * Montreal,
            * Halifax,
            * Moncton,
            * Fredericton,
            * Thunder Bay,
            * Oakville,
            * Timmins,
            * Kitchener,
            * Brampton,
            * Winnipeg,
            * Regina,
            * Saskatoon,
            * Calgary,
            * Edmonton, and
            * Kelowna.

Union Securities Ltd.'s head office is located at
Suite 900-700 West Georgia Street, Vancouver, British Columbia.
Additionalinformation about Union Securities Ltd. can be found at
http://www.union-securities.com/or by telephone 604-687-2201.

CNQ's participating dealers now include:

            * BMO Nesbitt Burns Inc.,
            * Byron Securities Ltd.,
            * Canaccord Capital Corporation,
            * First Associates Investments Inc.,
            * Global Securities Corporation,
            * Haywood Securities Inc.,
            * e3m Investments Inc.,
            * Jones, Gable & Company Ltd.,
            * Leede Financial Markets Inc.,
            * Northern Securities Inc.,
            * Octagon Capital Corporation,
            * Pacific International Securities Inc.,
            * Research Capital Corporation,
            * Scotia Capital Inc.,
            * TD Securities Inc.,
            * Union Securities Ltd.,
            * Wolverton Securities Ltd., and
            * W.D. Latimer Co. Limited.

Additional Investment Dealers Association of Canada members
participate through correspondent arrangements.

CNQ commenced operations in July 2003 and became recognized by the
Ontario Securities Commission as a full-fledged stock exchange in
May 2004.  CNQ's innovative market model is designed to address
the needs of emerging companies and their investors by providing a
transparent, electronic trading system with full protection of
client priority.  CNQ's market fosters liquidity through the
unique combination of an auction market with a central limit order
book and a competitive market making system.  There are 44
companies listed, 18 investment dealers from across Canada with
direct access to the market and 19 other dealers participating
indirectly.  To find out more about CNQ and its listings, visit
http://www.cnq.ca/


                          *********

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
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liabilities that may never materialize.  The prices at which
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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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.

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                  *** End of Transmission ***