TCR_Public/050415.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, April 15, 2005, Vol. 9, No. 88

                          Headlines

ABACUS COMMS: Files Plan of Reorganization & Disclosure Statement
ACE AVIATION: Fidelity Buys & Sells Class B Stock
ADDISON CDO: Fitch Affirms Low-B Ratings on Two Debts
ADELPHIA COMMS: Court Approves Proposed Cost Allocations
ADVANCED ACCESSORY: Various Concerns Prompt S&P to Watch Ratings

AGILENT TECHNOLOGIES: Good Performance Prompts S&P to Lift Ratings
AIR NAIL: Engages Clear Thinking Group as Liquidation Trustee
ALLIANCE ONE: S&P Puts Low-B Ratings on Bank Loans
ALPHARMA INC: Moody's Affirms $220M Sr. Unsec. Notes' B3 Rating
AMERICAN BUSINESS: Chapter 11 Liquidation Might Cause DIP Default

AMERICAN BUSINESS: U.S. Trustee Seeks Appointment of Examiner
AMERIGAS: Fitch Rates $400 Million Senior Notes at BB+
ARMSTRONG WORLD: Files Annual Report on Retirement Savings Plan
ARTESIA MORTGAGE: Fitch Affirms Low-B Ratings on Classes F & G
ATX COMMS: Court Confirms Chapter 11 Reorganization Plan

AVONDALE MILLS: Weak Performance Prompts S&P to Junk Ratings
BRIDGEPORT HOLDINGS: Trustee Has Until June 3 to Remove Notices
BRIDGEPORT HOLDINGS: Trustee Wants More Time to Object to Claims
BUDGET GROUP: Deadline to Object to Administrative Claims Nears
CALPINE CORP: Harbert Fund Expresses Concern Over Saltend Sale

CHESAPEAKE ENERGY: S&P Rates Proposed $600M Sr. Unsec. Notes BB-
COLUMBUS ROAD: Case Summary & 20 Largest Unsecured Creditors
COMM: Fitch Affirms Junk Ratings on Classes M & N Mortgage Certs.
CONGOLEUM CORP.: Taps FTI Consulting as Trial Support Provider
CONGOLEUM CORP: Wants Exclusive Filing Period Extended to Aug. 1

CREDIT SUISSE: S&P Lifts Rating on Class F Certificates to BB-
DIRECTV HOLDINGS: Fitch Rates $2.5 Bil. Sr. Credit Facility at BB+
DMX MUSIC: Employs Paul Hastings as Special Counsel
DMX MUSIC: Wants to Retain Akin Gump as Special Counsel
EL CONEJO: Court Converts Chapter 11 Case to Chapter 7 Liquidation

EL CONEJO: Section 341(a) Meeting Scheduled for May 6
EURAMAX INTL: Merger Plan Prompts Moody's to Review Ba3 Rating
FEDERAL-MOGUL: Jefferies' Role as Committee Advisor Expanded
GENEVA STEEL: Examiner Confirms CEO Got Leaked Document
GENEVA STEEL: Inks Settlement Pact with Olsen Properties

GOODYEAR TIRE: Fitch Puts Low-B Ratings on New Sr. Sec. Bank Loans
GREAT POINT: Fitch Puts Default Ratings on Classes B & I Notes
HANKINS RIVERVIEW: Case Summary & 6 Largest Unsecured Creditors
HOLLINGER INC: Seizes Collateral for Ravelston Debt
JACQUELINE HATCHER: Case Summary & 16 Largest Unsecured Creditors

LAIDLAW INT'L: Repurchases 3.8 Million Shares for $84.5 Million
LEMINGTON HOME: Case Summary & 20 Largest Unsecured Creditors
LODGE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
MAPCO FAMILY: Moody's Puts B2 Rating on Proposed $205M Facility
MED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 Cases

MERRILL LYNCH: Moody's Affirms Low-B Ratings on Class F & G Certs.
METRIS COMPANIES: Moody's Raises Senior Unsecured Rating to B3
MIRANT CORP: Arkansas Electric to Buy Wrightsville Unit for $85M
MIRANT CORP: Court Subordinates Underwriters' Litigation Claims
MIRANT CORP: Pays $57.5 Million to Pepco Pursuant to Court Order

MORGAN STANLEY: Fitch Rates $24.4 Million Mortgage Certs. at BB+
MORGAN STANLEY: S&P Removes Ratings from CreditWatch Negative
OWENS CORNING: Court Refuses to Reconsider $7 Billion Estimate
PARMALAT USA: Farmland Dairies Emerges From Chapter 11 Protection
PERKINELMER INC.: Good Performance Prompts S&P to Hold Ratings

PILLOWTEX CORP: Velvet Demo Asks Court to Protect Easement Rights
PONDERSOSA PINE: Case Summary & 20 Largest Unsecured Creditors
PORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $53.4 Mil.
RELIANCE GROUP: Still Unable to File Financial Reports with SEC
RIVERSIDE FOREST: S&P Removes Ratings At Riverside's Request

RUTTER INC: Closes $11 Million Private Debt & Equity Placement
SCORE MEDIA: Feb. 28 Balance Sheet Upside-Down by $7.4 Million
SOLUTIA INC: Assumes Amended Ashley Warehouse Lease
SPIEGEL INC: Eddie Bauer Appoints Timothy McLaughlin as CFO
STILE CONSOLIDATED: Various Risks Prompt S&P to Hold Ratings

TECO AFFILIATES: Majority of Creditors Vote to Accept Ch. 11 Plan
TECO AFFILIATES: Resolves Regency Intrastate's Objection to Plan
TFM S.A.: Moody's Assigns B2 Rating to New $460MM Sr. Unsec. Notes
TRUMP HOTELS: Judge Wizmur Amends Confirmation Order
TRUMP HOTELS: THCR Gets $500M Loan from Morgan Stanley & UBS AG

UAL CORP: Retired Pilots Union Wants to Conduct Discovery
UAL CORP: Wants Exclusive Plan Filing Period Extended to July 1
UAL CORP: Wants to Walk Away from Collective Labor Pacts
US AIRWAYS: Postpones Plan Filing Until End of Month
US AIRWAYS: Wants Until August 31 to Make Lease-Related Decisions

USGEN NEW ENGLAND: Judge Mannes Approves Disclosure Statement
VALAIRCO INC: Case Summary & 20 Largest Unsecured Creditors
VENTAS INC: Moody's Affirms Low-B Ratings Following Merger News
VISUAL BIBLE: Court Appoints RSM Richter as Interim Receiver
WCA WASTE: Moody's Junks Proposed $25 Million Secured Facility

WCA WASTE: S&P Junks Proposed $25 Million Secured Second-Lien Loan
WELDON F. STUMP: Involuntary Chapter 11 Case Summary
WINN-DIXIE: Committee Gets Court Nod to Hire Milbank as Counsel
WINN-DIXIE: Court OKs Modified Reclamation Claims Procedures

* SIPC & Canadian Counterpart Coordinate in Investor Protection

* BOOK REVIEW: Black Monday - The Stock Market Catastrophe

                          *********

ABACUS COMMS: Files Plan of Reorganization & Disclosure Statement
-----------------------------------------------------------------
Abacus Communications LC delivered its Plan of Reorganization and
accompanying Disclosure Statement explaining the Plan to the U.S.
Bankruptcy Court for the Eastern District of Virginia.

                           Terms of the Plan

The Plan provides that Abacus will:

   * liquidate all of its assets,
   * market all of its non-cash assets for sale, and
   * use its commercially reasonable efforts to collect its
     accounts receivable and claims against third parties.

The money generated from all these activities will be used to pay
creditors 30 days after the later of:

   -- the date the Debtor receives the net proceeds of the sale of
      its business and assets in Manchester, New Hampshire; or

   -- the effective date of the plan.

After the payment of the First Distributions, the Debtor will
deposit the remaining Liquidation Proceeds, other than $75,000
which will be used solely to pay administrative expenses relating
to the wind up of the Debtor's affairs, with the Escrow Agent --
Marcus, Santoro & Kozak, P.C.

Of the first $3.2 million of Liquidation Proceeds, or a lesser
amount as may be available:

   -- 20% will be used to pay holders of unsecured claims and
      expenses incurred by the Official Committee of Unsecured
      Creditors; and

   -- 80% will be paid to holders of secured claims.

Allowed unsecured claims total $7.1 million, while allowed secured
claims reach $5.6 million.

The Liquidation Proceeds remaining after the First Distributions,
if any, will be paid and distributed by the Escrow Agent on the
Second Distribution Date as follows:

   -- of the next dollars in excess of $3.2 million of Liquidation
      Proceeds, if any, an amount up to $100,156 be paid on the
      Senior Lenders' Claim; and

   -- of the remaining balance of Liquidation Proceeds, if any,
      10% will be included in the Unsecured Creditors' Share and
      90% will be paid on the Senior Lenders' Claim.

The Creditors' Share will be first applied to pay the Other
Committee Expenses and the balance, if any, will be paid to the
holders of Allowed Unsecured Claims on a pro rata basis.

Abacus contends that the terms of the Plan are consistent with the
Court's Nov. 24, 2004, order approving the settlement of the
declaratory judgment action commenced by the Senior Lenders on
March 1, 2004, with respect to the Senior Notes.  The Settlement
was inked between the Senior Lenders and the Official Committee of
Unsecured Creditors.

                           Earlier Plan

The Debtor previously submitted a plan of liquidation that
proposed the sale of essentially all of its assets to an entity
affiliated with the Senior Lenders.  The Debtor sought to
establish certain bidding procedures to ensure the sale to the
affiliated entity resulted in the highest and best price for the
Debtor's assets.  The Debtor withdrew the earlier plan.

Abacus Communications LC, headquartered in Virginia Beach,
Virginia is an outsourcing service bureau. The Company filed for
chapter 11 protection on August 1, 2003 (Bankr. E.D. Va. Case No.
03-75562). Frank J. Santoro, Esq., and Karen M. Crowley, Esq., at
Marcus, Santoro & Kozak, P.C., represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $12,750,352 in total assets and
$13,049,014 in total debts.


ACE AVIATION: Fidelity Buys & Sells Class B Stock
-------------------------------------------------
Fidelity Management & Research Company and Fidelity Management
Trust Company of 82 Devonshire Street, Boston, Massachusetts, USA,
discloses that certain fund and institutional accounts for which
Fidelity serves as investment adviser purchased 479,000 shares
(or 4.16%) on March 2, 2005, 96,000 shares on March 18, 2005 and
57,000 shares on March 21, 2005 of ACE Aviation Holdings Inc.'s
Class B stock and sold 100,000 of those shares on March 14, 2005.

Fidelity has control but not ownership of these shares.  As a
result of the purchases and sales, Fidelity holds 2,180,700 shares
(or 18.99%) of ACE Aviation Holdings Inc.'s Class B stock.

Fidelity's purchases and sales of ACE Aviation Holdings Inc.'s
Class B stock were executed on the Toronto Stock Exchange.

Fidelity fund and institutional account purchases have been made
for investment purposes only, and not with the purpose of
influencing the control or direction of ACE Aviation Holdings Inc.
The Fidelity funds and institutional accounts may, subject to
market conditions, make additional investments in or dispositions
of securities of ACE Aviation Holdings Inc., including additional
purchases or sales of shares of Class B stock.  Fidelity does not,
however, intend to acquire 20% of any class of the outstanding
voting or equity securities of ACE Aviation Holdings Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.  (Air Canada Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADDISON CDO: Fitch Affirms Low-B Ratings on Two Debts
-----------------------------------------------------
Fitch Ratings affirms 11 classes of notes issued by Addison CDO
Ltd.  These rating actions are effective immediately:

      -- $259,000,000 class I senior notes 'AAA';
      -- $65,000,000 class II senior notes 'AA';
      -- $15,000,000 class III mezzanine notes 'A';
      -- $16,500,000 class IVa mezzanine notes 'BBB+';
      -- $22,500,000 class IVb mezzanine notes 'BBB+';
      -- $1,150,000 class Va mezzanine notes 'BBB';
      -- $5,500,000 class Vb mezzanine notes 'BBB';
      -- $2,548,858 class VIa participation notes 'BBB-';
      -- $10,000,000 class VIb participation notes 'BB';
      -- $5,000,000 class A combination securities 'BBB+';
      -- $20,000,000 class C combination securities 'B'.

Addison, which closed Oct. 19, 2000, is a collateralized debt
obligation -- CDO -- managed by Pacific Investment Management
Company L.L.C. -- PIMCO, whose leveraged loan group is currently
rated 'CAM 1' by Fitch.  Addison is composed primarily of high
yield loans (90%) with a small allocation of high yield bonds
(10%).  Included in this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios.

Since the last rating action on Sept. 18, 2003, the collateral has
continued to perform within expectations.  As of the most recent
trustee report available dated Feb. 18, 2005, the senior, class
III/IV, and class V/VI overcollateralization -- OC -- ratios have
increased from 122.3%, 104.9%, and 101.5% to 123.3%, 105.7%, and
102.3%, versus triggers of 115%, 102% and 100%.  Addison's
defaulted assets represented approximately 0.87% of the $402.4
million of total collateral and eligible investments.  Assets
rated 'CCC+' or lower represented approximately 0.99%, excluding
defaults, and the weighted average rating has remained stable at
'B+'.  However, due to spread compression in the high yield loan
market, the weighted average spread has lowered from 2.85% to
2.43% versus a trigger of 2.5% and the senior and class III/IV
interest coverage -- IC -- tests have declined from 286.4% and
194.2%, to 193.6% and 144.8%, respectively, versus triggers of
120% and 110%.

The class VIa participation notes have paid down by approximately
$1.04 million since the last rating action and are currently at
31.9% of the original class balance.  The class VIa participation
notes receive participation payments of excess spread, which are
used to amortize the notes.  In addition, the transaction holds
$37.1 million in principal proceeds, which can be used to reinvest
in collateral debt securities prior to the end of the reinvestment
period occurring on Nov. 8, 2005.  At the end of the reinvestment
period, principal proceeds will be used to sequentially redeem the
notes.  As a result of this analysis, Fitch has determined that
the current ratings assigned to the classes I, II, III, IVa, IVb,
Va, Vb, VIa, VIb, and class A combination and class C combination
notes still reflect the current risk to noteholders and require no
ratings adjustment.

The rating of the classes I and II notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
classes III, IVa, IVb, Va, and Vb notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes VIa, VIb, class A combination, and class C
combination notes address the likelihood that investors will
receive the ultimate stated balance of principal by the legal
final maturity date, as well as an internal rate of return on the
original investment of 5%, 4%, 4%, and 8.26%, respectively.

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


ADELPHIA COMMS: Court Approves Proposed Cost Allocations
--------------------------------------------------------
TCI California Communications, L.P., and TCI Adelphia Holdings,
LLC -- the Comcast JV Partners -- assert that costs and expenses
have been allocated to the Joint Ventures by the other Adelphia
Communications Corporation debtor-affiliates improperly and in
violation of the governing documents of the Joint Ventures, the
Management Agreements between the Joint Ventures and Adelphia
Cablevision, Inc., the Consent Agreement among the Comcast JV
Partners, Adelphia Communications Corp. and others approved by the
Court on July 31, 2002, and the Cash Management Protocol.

The Joint Ventures are:

                                            Controlling Interest
                                            --------------------
    Joint Venture                           ACOM      Tele-Media
    -------------                           ----      ----------
    Tele-Media Company of Tri-States, LP     82%          18%

    TMC Holdings Corp.                       75%          25%

    Tele-Media Investment, LP                75%          25%

The Comcast JV Partners object to the Debtors' request to
increase the borrowing limit of the Century-TCI Borrower Group on
the ground (among others) that but for those improper cost
allocations, the increase would not be necessary or warranted.

As reported in the Troubled Company Reporter on Mar. 9, 2005, the
ACOM Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to modify the Borrowing Limits of
the Century-TCI and Parnassos Borrower Groups pursuant to the
Debtors' Extended DIP Facility.  Specifically, the Debtors ask the
Court to authorize:

    (a) an increase in the Borrowing Limit of the Century-TCI
        Borrower Group to $315 million from its present level of
        $235 million; and

    (b) a decrease in the Borrowing Limit of the Parnassos
        Borrower Group to $15 million from its present level of
        $40 million.

                         ACOM Debtors' Reply

The ACOM Debtors dispute the Comcast JV Partners' assertions and
contend that their cost allocations have been proper and that the
requested increase in the borrowing limit of the Century-TCI
Borrower Group is warranted and necessary.

                          March 22 Hearing

At a hearing before the Court on March 22, 2005, the Comcast JV
Partners indicated that they are prepared to withdraw their
Objection to the ACOM Debtors' request if as an interim
settlement:

    (a) certain costs allocated to the Joint Ventures for High
        Speed Data Overhead and Reorganization Expenses for the
        period from the Petition Date through December 31, 2004,
        totaling $33,683,000 in the aggregate are provisionally
        reallocated to other Debtors; and

    (b) beginning January 1, 2005, and continuing until the time
        the Comcast JV Partners consent to a different allocation
        or the Court orders otherwise, costs incurred by the
        Debtors for High Speed Data Overhead and Reorganization
        Expenses are provisionally allocated to the Joint Ventures
        and to other Debtors in a manner consistent with the
        proposed allocation methodology,

in each case without prejudice to the parties' positions as to
whether the Joint Ventures or other Debtors should ultimately
bear the Specified Allocated Costs and/or other costs that have
been or may be allocated to the Joint Ventures, and subject to
the provisions of a Court order concerning the resolution of the
parties' disputes as to cost allocations.

A full-text copy of the Proposed Allocation Methodology is
available for free at:

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

The Debtors informed the Court that they are prepared to consent
to the Comcast JV Partners' demands.  Accordingly, the parties
entered into an agreement resolving their dispute.  They filed
their Proposed Order with the Court on April 5, 2005.

                   Some Lenders Express Concern

The Pre-Petition Agents, including Bank of America, N.A.,
Wachovia Bank National Association, and Bank of Montreal, note
that the Proposed Order refers to a stipulation between the
Debtors and the Comcast JV Partners containing certain
reservations of rights by those parties.  That portion, the Pre-
Petition Agents say, is unclear as to the intended effect of the
Proposed Order on existing stipulations and orders regarding
allocation of costs among the Debtors and the Pre-Petition
Agents.  Thus, the Pre-Petition Agents ask the Court to
modify the Proposed Order to address their concern.

JPMorgan Chase Bank, in its capacity as Administrative Agent for
the Lenders under the Second Amended And Restated Credit
Agreement, dated as of December 19, 1997, among FrontierVision
Operating Partners, L.P., as the Borrower; the Administrative
Agent; J.P. Morgan Securities, Inc., as the Syndication Agent;
and CIBC Inc., as the Documentation Agent, support and join in
the Pre-Petition Agents' request.

                           *     *     *

In its April 11, 2005, ruling, the Court notes that the
provisional allocation and reallocation of costs among the Joint
Ventures and the other Debtors proposed by the Debtors and the
Comcast JV Partners would not constitute a violation of the Cash
Management Protocol, so long as the cash amounts so allocated or
reallocated are "trued up" in accordance with the provisions of
the Cast Management Protocol.

Accordingly, Judge Gerber directs the ACOM Debtors to
provisionally reallocate $33,683,000 of the Specified Allocated
Costs for High Speed Data Overhead and Reorganization Expenses
for the period from the Petition Date through December 31, 2004,
from the Joint Ventures to other Debtors.  The cash amount of
that provisional reallocation will be "trued-up" in accordance
with the provisions of the Cash Management Protocol.

Costs incurred by the Debtors for High Speed Data Overhead and
Reorganization Expenses for the period from January 1, 2005,
until the Comcast JV Partners consent to a different allocation
or the Court orders otherwise will be allocated or reallocated on
a provisional basis to the Joint Ventures and to other Debtors in
a manner consistent with the proposed allocation methodology,
Judge Gerber rules.  The cash amounts of those provisional
allocations will also be "trued-up" in accordance with the
provisions of the Cash Management Protocol.

The Court orders the ACOM Debtors to use commercially reasonable
efforts to compile and to provide to the Comcast JV Partners the
information requested by the Comcast JV Partners concerning the
Specified Allocated Costs by May 15, 2005, and other costs
allocated to the Joint Ventures.  In the event the
Debtors and the Comcast JV Partners are unable thereafter to
resolve their disputes concerning the allocation of those costs
by agreement, the Debtors may by motion initiate a contested
matter to bring those disputes to the Court for resolution.

Judge Gerber emphasizes that the provisional cost allocations and
reallocations directed by the Court Order will be without
prejudice to the positions of the Debtors, the Comcast JV
Partners and any other party-in-interest concerning who should
ultimately bear those costs and any other costs that have been or
may be allocated to the Joint Ventures by the Debtors, including
(without limitation) the positions of the Debtors, the Comcast JV
Partners and any other party-in-interest as to who should bear
the burden of proof and as to what standard should govern any
dispute concerning cost allocations.

Judge Gerber makes it clear that the Order will not affect the
stipulation between the Debtors and the Comcast JV Partners
reserving the parties' rights with respect to any dispute
concerning the allocation of costs by the Debtors to the Joint
Ventures.

To address the Pre-Petition Agents' concern, the Court ruled that
the Order also will not affect the February 5, 2004 Stipulation
and Order Regarding Debtors' Allocation of Certain Reorganization
and Non-Recurring Fees and Expenses, which reserves the Pre-
Petition Agents' rights with respect to any dispute concerning
the allocation of costs by the Debtors and all those rights are
reserved.

The Court directs the Debtors to consult with other parties-in-
interest who have a right to participate in the formulation of
the Debtors' allocation methodology under the provisions of the
Cash Management Protocol before entering any agreement to resolve
any disputes between the Debtors and the Comcast JV Partners
concerning cost allocations.

By August 5, 2005, the Debtors will file a motion, and schedule a
hearing, that seeks Court approval of:

    (a) the provisional reallocation required by the Court Order
        on a permanent basis,

    (b) a final settlement of the reallocation dispute, or

    (c) an allocation methodology notwithstanding the Comcast JV
        Partners' lack of consent thereto, as the case may be.

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)Troubled
Company Reporter  , Mar 09, 2005 ( Source: TCR)


ADVANCED ACCESSORY: Various Concerns Prompt S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' senior unsecured debt ratings on Advanced Accessory
Systems LLC (AAS) on CreditWatch with negative implications.

"The CreditWatch placement reflects our concerns about the effect
on AAS' business of difficult industry conditions in the North
American automotive market, including reduced light-vehicle
production, continuing price concessions, and high raw material
prices," said Standard & Poor's credit analyst Nancy Messer.

Sterling Heights, Mich.-based AAS had total balance sheet debt of
$257 million at Dec. 31, 2004, including $56 million of senior
discount notes issued in 2004 by the parent company, Advanced
Accessory Holdings Corp.  The senior discount notes are
structurally subordinated to all of the existing and future debt
and obligations of Holdings' subsidiaries.  Holdings' only
principal asset is its investment in AAS, which does not guarantee
the notes.

Recent product mix changes in the industry could affect AAS, since
the company's sales are closely linked to sales of sport utility
vehicles, which are often accessorized with racks and towing
hitches.

Standard & Poor's plans to meet with management to discuss AAS'
business and financial prospects, including the near-term outlook
in the company's key end markets, before resolving the CreditWatch
listing.


AGILENT TECHNOLOGIES: Good Performance Prompts S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Palo Alto, California-based
Agilent Technologies Inc. to 'BB+' from 'BB'.  The ratings upgrade
is in response to the relatively recent but sustained improvements
in the company's profitability and cash flow generation, in
combination with a liquid balance sheet and moderate financial
policies.  The outlook is now stable.

"The ratings on Agilent reflect significant exposure to volatile
and cyclical end markets, including wireless handsets and
semiconductor equipment, a relatively short track record operating
at current levels of profitability and cash flow generation, and
continued subpar profitability in certain operating segments that
prevent the company from reaching its stated operating targets,"
said Standard & Poor's credit analyst Joshua Davis.

"Offsetting factors include improved profitability and cash-flow
generation following a two-year downturn between 2001 and 2003
that resulted in substantial restructuring of the company's
operations and reductions in cost structure.  Additional
offsetting factors include some diversity in the company's
business profile, entrenched positions in test and measurement and
other segments, and relatively strong balance sheet liquidity," he
continued.

Agilent serves the communications, electronics, life science, and
chemical analysis markets with test, measurement, and other
instruments, and also makes semiconductor products.

Agilent's aggregate operating performance over the past six
quarters has improved markedly from the previous two years because
of a recovery in market conditions, combined with three
significant cost-restructuring programs taken between 2001 and
2003.  Improved market conditions in consumer products, wireless
handset, and other markets helped Agilent generate year-over-year
revenue growth of 19% in fiscal 2004, after several years of flat
or declining performance.


AIR NAIL: Engages Clear Thinking Group as Liquidation Trustee
-------------------------------------------------------------
Clear Thinking Group LLC, a retailing, consumer products and
industrial manufacturing consultancy headquartered in New Jersey,
and Joseph E. Myers, a partner and managing director, have been
appointed liquidation trustee for Air Nail Co. Inc.  The
appointment became effective with the confirmation of the
company's Chapter 11 Plan of Reorganization by the U.S. Bankruptcy
Court, Western District of Pennsylvania at Pittsburgh.

Under terms of the engagement agreement, staff from Clear
Thinking's Creditors Rights Practice will assist the debtor in
meeting obligations set forth in its Plan of Reorganization and
Disclosure.  As liquidation trustee, the firm will also administer
the disbursement of funds contained in a liquidated assets trust
from which Air Nail will pay its administrative and general
unsecured claims.

                    About Clear Thinking Group

Clear Thinking Group LLC -- http://www.clearthinkinggrp.com/--
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies. The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.

Headquartered in Butler, Pennsylvania, Air Nail Co. Inc.
manufactures heavy-duty staples and industrial-grade wire stapling
materials.  The Company filed for Chapter 11 protection on
July 28, 2003 (03-29029) in conjunction with the chapter 11 filing
of one of its sister companies, International Staple Machines.

The Court confirmed the Debtor's Joint Plan of Reorganization on
Feb. 25, 2005.  Jean R. Robertson, Esq., at McDonald Hopkins
Company, and John M. Steiner, Esq., and Kimberly A. Coleman, Esq.,
at Leech Tishman Fuscaldo & Lampl LLC, represent the Debtor in its
bankruptcy proceeding.


ALLIANCE ONE: S&P Puts Low-B Ratings on Bank Loans
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to Danville, Virginia-based Alliance One International Inc.
and Alliance One International AG's proposed $450 million senior
secured bank credit facility due 2008.  Alliance One results from
the planned merger of the No. 2 and No. 3 independent leaf tobacco
dealers, DIMON Inc. and Standard Commercial Corp., respectively.

The facility consists of a $300 million revolving credit facility
due 2008 and a $150 million term loan A due 2008.  The 'BB-'
rating is the same as the corporate credit rating on Alliance One.

Standard & Poor's also assigned its 'B+' senior unsecured debt
rating to Alliance One's proposed $400 million of fixed rate
senior notes due 2013 and floating rate senior notes due 2012.
The senior note issues are one notch below the corporate credit
rating because Alliance One is both a holding company and directly
owns certain U.S. operating assets of the merged companies.

Standard & Poor's assigned its 'B' subordinated rating to Alliance
One's proposed $250 million senior subordinated notes due 2015. In
addition, Standard & Poor's assigned its 'BB-' corporate credit
rating to Alliance One.  The outlook is negative.

"The ratings on DIMON and Standard Commercial and related entities
will remain on CreditWatch until the closing of the Alliance One
transaction and will then be removed from CreditWatch where they
were placed on May 25, 2004 and Nov. 9, 2004 respectively, and
withdrawn," said Standard & Poor's credit analyst Jayne Ross.

The outlook is negative.  The ratings could be lowered if Alliance
One fails to achieve the proposed synergies and cost savings
during the near term.  In addition, if operating performance
weakens or there are any further revisions to earnings guidance,
the ratings could also be lowered.


ALPHARMA INC: Moody's Affirms $220M Sr. Unsec. Notes' B3 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Alpharma Inc.
(B2 senior implied) following the recent disclosure of several
material weaknesses in its internal financial controls.  The
rating outlook is stable, which incorporates Moody's assumption
that the company will initiate refinancing plans during the second
quarter of 2005.

Alpharma recently disclosed three material weaknesses in its
internal financial controls related to:

   (1) customer discount reserves and certain accrual accounts at
       the U.S. generics business;

   (2) income tax accounts; and

   (3) the determination of proper segment disclosure that led to
       a recent restatement to disaggregate previously segmented
       results.

Although these issues combined with the recent change in external
auditors are concerning, Moody's believes that the company remains
appropriately positioned at B2 senior implied, reflecting
prospects for continued deleveraging.  Alpharma faces various
operating challenges in its core businesses, but has continued to
generate free cash flow and to significantly deleverage its
balance sheet.

Alpharma reduced debt balances from $817 million to $702 million
during 2004, primarily from free cash flow.  The company further
reduced debt balances to under $590 million as of March 31, 2005
primarily using cash repatriated from its offshore operations.
Moody's anticipates free cash flow of approximately
$60 to $80 million during 2005, which assumes a challenging
operating environment and no benefit from working capital
management.

The ratings continue to remain supported by:

   * Alpharma's $1.3 billion revenue base;

   * the diversity provided by its five segments (U.S. generics,
     international generics, branded products, active
     pharmaceutical ingredients, and animal health); and

   * a pipeline of 14 pending Abbreviated New Drug Applications.

The company appears to be making significant progress at resolving
FDA issues, now that its solid dose plant in Elizabeth, NJ has
been deemed eligible for new product approvals.  The plant is
still subject to FDA re-inspection in 2005, as is its Baltimore
liquid dose plant, which remains ineligible for new product
approvals.

Alpharma recently received amendments to its credit facility,
which have improved the financial flexibility related to financial
covenants.  The company has estimated it has $53 million of EBITDA
flexibility (compared to LTM EBITDA of $222 million) under its
tightest covenant.

Offsetting these strengths, Alpharma remains somewhat weakly
positioned in an intensely competitive specialty and generic
pharmaceutical market.  Its U.S. generics businesses face volume
and price declines in the single-digit range, which Moody's
believes will continue.  Its branded business continues to contain
one product -- pain medication Kadian -- which has low market
share, and may require continued salesforce expansion to support
the brand.

In addition, Alpharma faces refinancing risk associated with
$154 million of convertible notes, (unrated by Moody's) which must
be reduced to under $10 million by December 1, 2005 according to
the terms of Alpharma's senior secured credit agreement.

The stable outlook reflects Moody's assumption that management
will promptly address this situation, and complete a refinancing
plan by the due date of its quarterly report on Form 10-Q for the
second quarter of 2005.  If this does not occur, the ratings are
likely to be downgraded.

Other factors that could cause downward rating pressure include an
adverse outcome in the Pfizer patent litigation related to
gabapentin, which is difficult to quantify but could be a large
exposure if Pfizer prevails and if damages are based on a theory
of profits allegedly lost by Pfizer.  Moody's believes that
Alpharma's ratings are likely to remain constrained by the
difficult operating conditions in the generic drug industry, and
sees limited potential for upward rating pressure over the near
term.

The company has announced that it has approximately $300 million
of remaining unrepatriated offshore profits.  However, existing
off-shore cash balances are minimal, raising the question of off-
shore debt issuance to fund any repatriation.  Although the
outlook on the senior implied rating remains stable, Moody's may
need to revisit its notching under this scenario, which could
potentially result in a lower rating on the senior secured bank
credit facility.

Ratings affirmed:

Alpharma Inc:

   * B3 8 5/8% guaranteed senior unsecured notes of $220 million
     due 2011

   * B2 senior implied

   * Caa1 senior unsecured issuer rating

Alpharma Operating Corporation:

   * B1 guaranteed senior secured revolving credit facility of
     $150 million maturing 2007

   * B1 guaranteed senior secured term loan A maturing 2007

   * B1 guaranteed senior secured term loan B maturing 2008

Alpharma Inc. is controlled by A.L. Industrier A.S.A., a Norwegian
entity that is controlled by Alpharma's chairman, E.W. Sissener.
A.L. Industrier holds 100% of the class B shares of Alpharma, or
about 54% of the total outstanding shares.

Alpharma Operating Corporation, a wholly owned direct subsidiary
of Alpharma Inc., headquartered in Fort Lee, New Jersey, is a
global pharmaceutical company, which primarily develops,
manufactures and markets generic and branded human pharmaceutical
and animal health products.

Revenues in 2004 totaled approximately $1.3 billion.


AMERICAN BUSINESS: Chapter 11 Liquidation Might Cause DIP Default
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, David Coles, the chief restructuring officer of
American Business Financial Services Inc., discloses that the
Debtors' intent to discontinue all of their business operations
and dispose of their assets through a chapter 11 plan of
liquidation, will likely result in an event of default under
their Debtor-In-Possession Loan and Security Agreement with
Greenwich Capital Financial Products, Inc., as agent.

The DIP Agreement provides that an event of default occurs if the
borrowers cease any material business operations and that failure
remains unremedied for three days after the earlier of the date a
senior officer of any borrower becomes aware of that failure and
the date Greenwich gives a written notice of that default to the
borrower.  Mr. Coles relates that the Debtors have not received
any notice, or waiver, of that default.

Under the terms of the DIP Agreement, at the occurrence of one or
more events of default, subject to the expiration of the
applicable cure period, Greenwich may immediately declare the
principal amount of the advances then outstanding to be
immediately due and payable, together with all interest and other
amounts payable, and reasonable fees and out-of-pocket expenses
accruing.

Mr. Coles further explains that the balance then outstanding
becomes immediately due and payable, without further order of, or
application to, the U.S. Bankruptcy Court for the District of
Delaware, without presentment, demand, protest or other
formalities of any kind, and Greenwich may exercise any and all of
its other applicable rights and remedies, including, but not
limited to, the transfer of servicing of the collateral or the
liquidation of the collateral on a servicing released basis.
However, Greenwich may not consummate foreclosure on the
collateral or otherwise seize control of the borrowers' assets
absent.

As of April 6, 2005, the amount outstanding under the DIP
Agreement was approximately $94.6 million.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: U.S. Trustee Seeks Appointment of Examiner
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S Bankruptcy Court for the District of Delaware to
approve the appointment of William R. Robertson as examiner in
American Business Financial Services, Inc., and its debtor-
affiliates' chapter 11 cases, pursuant to Rule 2007 of the Federal
Rules of Bankruptcy Procedure.

The U.S. Trustee consulted with and requested information from
parties-in-interest regarding Mr. Robertson's appointment.  The
U.S. Trustee ascertains that no connection between the proposed
examiner and the parties-in-interest exists.

Mr. Robertson also affirms that he has no connections with the
Debtors, their creditors, any other parties-in-interest, the U.S.
Trustee, and persons employed in the Trustee's office.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERIGAS: Fitch Rates $400 Million Senior Notes at BB+
------------------------------------------------------
AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due
2015, issued jointly and severally with its special purpose
financing subsidiary Amerigas Finance Corp., are rated 'BB+' by
Fitch Ratings.  The Rating Outlook is Stable.  An indirect
subsidiary of UGI Corp. is the general partner and 44% limited
partner for APU, which, in turn, is a master limited partnership
-- MLP -- for AmeriGas Propane, L.P. -- AGP, an operating limited
partnership.  Proceeds from the new senior notes will be utilized
to repurchase outstanding 8.875% APU senior notes pursuant to an
ongoing tender offer.

APU's rating reflects the underlying strength of subsidiary AGP's
retail propane distribution network, broad geographic reach,
improved credit metrics, and proven ability to manage product
costs under various operating conditions.  Additionally, the
company's PPX propane cylinder exchange business provides moderate
positive cash flow during the summer months when AGP's traditional
propane distribution business is relatively slow.  APU's rating
also reflects the structural subordination of its debt obligations
to approximately $433 million of first mortgage notes at AGP.

APU's financial performance will continue to be affected by
weather conditions during the winter heating season, and the
company must continue to manage volatile supply costs.  Fitch
believes that the combination of warm winter weather (6% warmer
than normal) during the recent heating season and elevated
commodity prices had a moderately negative impact on APU's credit
metrics.  Though reported financials are not yet available for the
March 2005 quarter, during the 12-month period ended
Dec. 31, 2004, consolidated EBITDA to interest and debt to EBITDA
equaled 3.1 times and 3.6x, respectively.  APU's recent financial
performance has generally exceeded expectations for company
performance under the stress case conditions of a warm weather and
high commodity price heating season environment.

The persistence of high propane prices and volatility (largely due
to the rise in crude oil prices) may lead to further customer
conservation, increased bad debt expense, and test APU's ability
to sustain gross profit margins.  However, Fitch notes that APU
has managed to effectively pass through propane supply costs to
customers and maintain relatively consistent gross margins during
periods of volatile weather conditions and commodity prices over
the past several years.


ARMSTRONG WORLD: Files Annual Report on Retirement Savings Plan
---------------------------------------------------------------
On March 29, 2005, Armstrong World Industries, Inc., delivered to
the Securities and Exchange Commission its annual report with
respect to its Retirement Savings and Stock Ownership Plan for the
fiscal year ended September 30, 2004.  The annual report was filed
on Form 11-K and was made pursuant to Section 15(d) of the
Securities Exchange Act of 1934.

The Retirement Savings and Stock Ownership Plan is a defined
contribution plan established for the purpose of providing
participants a means for long-term savings intended for the
accumulation of retirement income.  The Plan is comprised of two
parts: Retirement Savings Plan and Employee Stock Ownership Plan.
Each part has its own set of participant accounts and investment
funds.

On December 6, 2000, concurrent with the Company's Chapter 11
petition, AWI sought and obtained the Court's authority to allow
it to continue making contributions to the Program.  The
management does not anticipate that AWI's bankruptcy filing will
have an adverse impact on the operations of the Program.

On October 17, 2002, AWI's Retirement Committee unanimously passed
a resolution to merge the Armstrong Wood Products Salaried
Employees' Profit Sharing Plan and portions of the Hartco Flooring
Co. Retirement Savings Plan and the Robbins Hardwood Flooring,
Inc. Employees' Retirement Savings Plan into the Program.
Effective December 20, 2002, the plan assets of $26.9 million were
transferred into the Program.

Matthew J. Angello, Chairman of the Retirement Committee,
discloses that under the Retirement Savings, separate balances are
maintained for contributions made by or on behalf of a
participant.  The balances in each fund reflect the participants'
contributions together with dividends, interest, other income, and
realized and unrealized gains and losses allocated.

Participants have an immediate 100% vested interest with respect
to their contributions and are fully vested with regard to any AWI
contributions in the retirement savings match account attributable
to matching contributions made before December 1, 2000.
Participants have a 100% vested interest in AWI amounts
contributed to their retirement savings match account made on or
after December 1, 2000, upon completion of five years of service.

On June 25, 2002, the Program was amended such that all
participants actively employed on or after October 1, 2002, will
become 100% vested in AWI amounts contributed to their retirement
savings match account upon completion of three years of service.
Participants who were former participants in the Armstrong Wood
Products Salaried Employees' Profit Sharing Plan, the Hartco
Flooring Co. Retirement Savings Plan and the Robbins Hardwood
Flooring, Inc. Employees' Retirement Savings Plan and were hired
prior to and actively employed on January 1, 2003 are fully vested
with regard to any AWI contributions.  Participants who were
former participants in the Armstrong Wood Products Salaried
Employees' Profit Sharing Plan, the Hartco Flooring Co. Retirement
Savings Plan and the Robbins Hardwood Flooring, Inc. Employees'
Retirement Savings Plan but were not actively employed on January
1, 2003, will become vested based on the requirements of those
predecessor plans, with a maximum vesting period of five years.

In addition, the stock ownership provides that the ESOP portion of
the Plan has three accounts maintained for each member for
contributions and allocations of shares of Armstrong Holdings,
Inc. common stock from the Unallocated Armstrong Holdings, Inc.
Common Stock Fund.  Mr. Angello determines that effective
December 1, 2000, all regular contributions and allocations to
these accounts ceased.

Participants who elected to reduce their pretax compensation in
amounts ranging from 1% to 6% had those contributions credited to
an Exchange Account.  Contributions to the Exchange Account were
invested in Armstrong Holdings, Inc. common stock.

The Plan matched a portion of the contributions made to the
Exchange Account with additional shares of Armstrong Holdings
common stock.  The matching amounts were recorded in the
participants' Match Accounts.  The match percentage, either 50% or
75%, was determined by the closing stock price on the last day of
the allocation period.

Mr. Angello further explains that the eligible participants also
received shares of Armstrong Holdings, Inc. common stock in their
Equity Account.  The Equity Account was intended to provide a
source of funds to replace certain retiree medical benefits, which
were phased out in conjunction with the adoption of the ESOP.

All participants have a 100% vested interest in the full value of
their Exchange Account.  Interest in the Equity and Match Accounts
vests after five years of service.  The amended Program provides
that all participants actively employed on or after October 1,
2002, will become 100% vested in their Equity and Match Accounts
at the completion of three years of service.

Mr. Angello adds that the amounts forfeited by participants are
first used to pay administrative expenses and then to reduce
future AWI contributions.

KPMG, LLP, audited the Program's financial statements.

A full-text copy of the 2003 Annual Report is available for free
at:

     http://www.sec.gov/Archives/edgar/data/7431/000119312505063330/d11k.htm

                   Armstrong World Industries, Inc.
              Retirement Savings and Stock Ownership Plan
            Statement of Net Assets Available for Benefits


                                          At September 30,
                                        2004            2003
                                     ------------   -----------
ASSETS
Investments in Master Trust:
   Cash equivalents                   $12,160,581   $12,453,249
   Shares of registered investment
      companies                       189,476,059   170,479,522
   Interest in common/collective
      trusts                          130,619,743   134,356,409
   Armstrong Holdings, Inc. common
      stock                             1,209,211     1,442,043
   Participant loans                    4,403,056     4,115,721
                                     ------------   -----------
Total investments in master trust     337,868,650   322,846,944

Investments in employee stock
   ownership funds:
   Cash equivalents                       111,733       112,280
   Allocated AHI common stock           3,187,117     3,665,459
   Unallocated AHI common stock         2,752,632     2,867,325
                                      -----------   -----------
Total investments in employee stock
   ownership funds                      6,051,482     6,645,064
Restorative payment receivable                  -     1,500,000
Interest and other receivables                141         4,299
                                      -----------   -----------
Total assets                          343,920,273   330,996,307
                                      -----------   -----------

LIABILITIES
Guaranteed ESOP notes                 142,158,150   142,158,150
Interest and tax penalty               15,458,029    15,458,029
Accrued interest                      105,137,207    74,457,059
                                      -----------   -----------
Total liabilities                     262,753,386   232,073,238
                                      -----------   -----------
Net assets available for benefits     $81,166,887   $98,923,069
                                      ===========   ===========


                   Armstrong World Industries, Inc.
              Retirement Savings and Stock Ownership Plan
                 Statement of Changes in Net Assets
                        Available for Benefits

                                      Year Ended September 30,
                                          2004          2003
                                      -----------   -----------
Addition to net assets
   attributed to:
   Employee contributions             $18,737,849   $18,201,070
   Employer contributions               5,131,022     5,485,615
                                      -----------   -----------
                                       23,868,871    23,686,685
Dividends                               8,272,157     6,457,768
Interest on fixed income investments
   and cash equivalents                         -     1,637,176
Interest on loans                         200,008       209,971
Net appreciation in fair value
   of investments                      16,274,791    29,827,015
Restorative payments pursuant to
   settlement agreements                1,023,170     1,500,000
Net transfers from other employee
   benefit plans                                -    27,237,472
                                      -----------   -----------
                                       25,770,126    66,869,402
                                      -----------   -----------
Total additions                        49,638,997    90,556,087
                                      -----------   -----------
Reduction in net assets attributed to:
   Benefits paid to participants       36,502,029    26,142,786
   Deemed distributions of
      participant loans                     9,046        74,691
   Fees                                   102,083        21,588
   Interest expense                    30,680,148    27,096,830
   Net transfers to other employee
      benefit plans                       101,873             -
                                      -----------   -----------
Total reductions                       67,395,179    53,335,895
                                      -----------   -----------
Net increase (decrease)               (17,756,182)   37,220,192
Net assets available for benefits:
   Beginning of year                   98,923,069    61,702,877
                                      -----------   -----------
   End of year                        $81,166,887   $98,923,069
                                      ===========   ===========
Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARTESIA MORTGAGE: Fitch Affirms Low-B Ratings on Classes F & G
--------------------------------------------------------------
Fitch Ratings upgrades Artesia Mortgage CMBS, Inc.'s commercial
mortgage pass-through certificates, series 1998-C1:

    -- $9.8 million class D certificates to 'AA-' from 'A+';
    -- $3.3 million class E certificates to 'A' from 'BBB+'.

These classes are affirmed by Fitch:

    -- $61 million class A-2 'AAA';
    -- Interest-only class X 'AAA';
    -- $9.3 million class B 'AAA';
    -- $11.2 million class C 'AAA';
    -- $8.4 million class F 'BB+';
    -- $5.6 million class G 'B'.

Fitch does not rate the $5.1 million class NR.  Class A-1 has been
paid in full.

The rating upgrades reflect increased subordination levels due to
loan amortization and prepayments.  As of the March 2005
distribution date, the pool's aggregate certificate balance was
reduced 39.1% to $113.8 million from $187 million at issuance.  To
date, the trust has realized $3.3 million in losses.

The pool is comprised of 159 small balance loans with an average
loan size of $715,839.  As a small loan transaction, the pool is
diversified by loan size with the largest loan and the largest
five loans representing 1.74% and 7.56% respectively.  The pool
also remains diverse by property type, with California (24.3%),
Texas (15%) and Arizona (9.7%).

There are three loans, representing 2.6% of the pool, in special
servicing.  The largest specially serviced loan (1.13%) is secured
by an office property located in Minneapolis, Minnesota and is 60
days delinquent.  The loan transferred to the special servicer in
March 2005 due to imminent default as a result of a tenant which
occupied 70% NRA vacating their space.

The second largest specially serviced loan (0.8%) is secured by a
multifamily property located in Brawley, California and is 90 days
delinquent.  The loan is currently performing under a forbearance
agreement which expires in July 2005.


ATX COMMS: Court Confirms Chapter 11 Reorganization Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed ATX Communications, Inc.'s Plan of Reorganization Under
Chapter 11 of the U.S. Bankruptcy Code.  This step in the
Chapter 11 process follows overwhelming support for the Plan by
creditors, evidenced by the fact that more than 95% of the dollar
amount of claims voted in favor of the Plan.  ATX expects that the
Plan will become effective and ATX will emerge from Chapter 11 by
the end of this month, following all regulatory approvals.

As previously announced, key elements of the Plan include:

   -- discharging of all of the Company's pre-petition senior
      secured and other debt obligations;

   -- global settlements of all aspects of ATX's outstanding
      litigation with incumbent local phone companies operated by
      SBC and Verizon; and

   -- ATX becoming a majority owned subsidiary of Leucadia
      National Corp. (NYSE & PCX: LUK), a diversified holding
      company.

"ATX and its many constituencies can celebrate this monumental
event," said ATX's current President and Chief Executive Officer
Thomas Gravina, who will continue as Chairman of the Board
following the Plan's effective date.  "The Court's approval of our
Plan, along with the significant support shown by all constituents
involved, serve as clear validation of our Chapter 11
reorganization.  We are extremely pleased that, upon consummation
of the Plan, ATX will emerge with a clean balance sheet, healthy
and profitable operations, and a highly experienced and successful
financial sponsor.  Most importantly, we salute the resolve and
dedication of our employees and the loyalty of our customers, who
together have proven our ability to deliver on our promise of
actively helping businesses and consumers communicate with peak
reliability, efficiency, and security.  The basic values and
priorities this Company established 20 years ago continue to drive
the organization forward, and we look forward to the many new
opportunities available to the Company following completion of our
reorganization."

                          About Leucadia

Leucadia National Corporation is a holding company engaged in a
variety of businesses, including telecommunications (principally
through WilTel Communications Group, Inc.), healthcare services
(through Symphony Health Services, LLC), manufacturing (through
its Plastics Division), real estate activities, winery operations,
development of a copper mine (through its 72.5% interest in MK
Resources Company) and property and casualty reinsurance.

Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,
Inc. -- http://www.atx.com/-- is a local exchange and
interexchange carrier providing integrated voice and data
services, and operates a nationwide asynchronous transfer mode
network.  ATX, CoreComm New York, Inc., and their affiliates filed
for chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.
Case Nos. 04-10214 through 04-10245).  Paul V. Shalhoub, Esq., and
Marc Abrams, Esq., at Willkie, Farr, & Gallagher LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$664 million in total assets and $596.7 million in total debts.


AVONDALE MILLS: Weak Performance Prompts S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on textile manufacturer and marketer Avondale Mills Inc. to
'CCC+' from 'B-'.  At the same time, the subordinated debt rating
on the company was lowered to 'CCC-' from 'CCC'.  The outlook is
negative.

Monroe, Georgia-based Avondale Mills had about $145.3 million of
total debt outstanding at Feb. 25, 2005.

"The downgrade reflects the company's continued weak operating
results and its significant decline in credit protection measures
from historical levels," said Standard & Poor's credit analyst
Susan H. Ding.  "We also continue to be concerned about
challenging industry conditions and Avondale Mills' ability to
continue adjusting its operating model in response to the current
environment.  The company's weak operating results reflect the
overall soft demand for textile and apparel products as well as
the continued shift in demand to lower priced goods manufactured
overseas."

Furthermore, international apparel quotas were removed as of
Jan. 1, 2005, and increased competitive pressure from overseas
could worsen already weak industry fundamentals.

For the 12 months ended Feb. 25, 2005, Avondale Mills' operating
margin continued to erode, falling to 6.7% from 7.2% the previous
year, and the company continued to report operating losses.
Although the company saw an incremental pickup in volumes during
the quarter ended Feb. 25, 2005, Standard & Poor's remains
concerned about the adverse operating environment.


BRIDGEPORT HOLDINGS: Trustee Has Until June 3 to Remove Notices
---------------------------------------------------------------
Keith F. Cooper, the Liquidating Trustee for Bridgeport Holdings
Inc. and its debtor-affiliates, sought and obtained an order from
the U.S. Bankruptcy Court for the District of Delaware extending,
through and including June 3, 2005, the time within which he can
file notices of removal of Pre-Petition Actions pursuant to Rule
9006 and Rule 9027 of the Federal Rules of Bankruptcy Procedures
and 28 U.S.C. Section 1452.

The Court confirmed the Official Committee of Unsecured Creditors'
First Amended Plan of Distribution on Sept. 21, 2004, and that
Plan took effect on Oct. 14, 2004.

Mr. Cooper explains that since his appointment as Liquidating
Trustee for the Debtors in October 2004, he has been dealing with
the details of administration of the Liquidating Trust, including
analyzing and preparing adversary proceedings, analyzing claims,
and preparing, filing and prosecuting claims objections.

Mr. Cooper relates that those activities have not given him enough
time to determine whether to remove any Pre-Petition Actions.  The
extension will give Mr. Cooper more time to make informed
decisions on the advisability of removing any or all of the Pre-
Petition Actions.

Headquartered in Norwalk, Connecticut, Bridgeport Holdings, Inc.
and its debtor-affiliates filed for chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No. 03-12825).  Brendan
Linehan Shannon, Esq., and Matthew Barry Lunn, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


BRIDGEPORT HOLDINGS: Trustee Wants More Time to Object to Claims
----------------------------------------------------------------
Keith F. Cooper, the Liquidating Trustee for Bridgeport Holdings
Inc. and its debtor-affiliates, asks U.S. Bankruptcy Court for the
District of Delaware for an extension, through and including
July 11, 2005, to file objections to Priority Tax Claims, Other
Priority Claims, Secured Claims, General Unsecured Claims, Secured
Creditor Deficiency Claims, and Investor Credit Support Claims.
Those Claims are collectively referred as the Covered Claims under
the Debtors' confirmed Plan.

The Court confirmed the Official Committee of Unsecured Creditors'
First Amended Plan of Distribution on Sept. 21, 2004.  The Plan
took effect on Oct. 14, 2004.

Mr. Cooper says that the Debtors' employees and their financial
advisors, FTI Consulting, Inc., need more time to finish resolving
their claims reconciliation process, including filing additional
objections to claims not addressed by previous objections.

Mr. Cooper relates that the Debtors' employees and FTI Consulting
have already reviewed 813 proofs of claim out of approximately 953
claims filed, and they expect to review the remaining 140 proofs
of claim within the requested extension period.

Mr. Cooper assures the Court that his request will not prejudice
the claimants that have filed Covered Claims against the Debtors'
estates.

Objections to the extension request, if any, must be filed and
served by April 26, 2005.  The Court will convene a hearing on
May 3, 2005, to consider the merits of Mr. Cooper's request.

Headquartered in Norwalk, Connecticut, Bridgeport Holdings, Inc.
and its debtor-affiliates filed for chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No. 03-12825).  Brendan
Linehan Shannon, Esq., and Matthew Barry Lunn, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


BUDGET GROUP: Deadline to Object to Administrative Claims Nears
---------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware gave BTB Associates
LLC, the Plan Administrator for the BRAC Group, Inc., f/k/a Budget
Group, Inc., and its debtor-affiliates until April 18, 2005, to
file objections to Administrative Claims filed against the
Debtors' estates.

The Court confirmed the Debtors' Chapter 11 Plan on April 20,
2004, and the Plan took effect on May 3, 2004.

BLB Associates explains that despite its efforts to resolve all
objectionable Administrative Claims on a consensual basis without
the need to file formal objections with the Court, consensual
resolution of those Claims have proven to be very difficult.  Most
of the claimants are located outside of the U.S. and are not
familiar with the claims resolution process utilized in chapter 11
cases.

BLB Associates relates that the extension will give them an
opportunity to make an efficient and accurate review of all the
Administrative Claims filed against the Debtors' estate and
complete the evaluation and filing of all claims objections on or
before the extension deadline.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company.  The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.

On April 20, 2004, the Court confirmed the Debtors' Joint
Liquidation Plan, as modified, in accordance with Sections 1129(a)
and (b) of the Bankruptcy Code.


CALPINE CORP: Harbert Fund Expresses Concern Over Saltend Sale
--------------------------------------------------------------
Harbert Distressed Investment Master Fund, Ltd., delivered a
letter to the Boards of Directors of Calpine Corporation (NYSE:
CPN) and certain of its subsidiaries on April 13, 2005.  The Fund
sent the letter because it believes that Calpine has taken actions
that impair the rights of the holders of the 8-7/8% bonds due
October 2011 and the 8-3/4 % bonds due October 2008 of Calpine
Canada Energy Finance II ULC, including the Fund.

               Harbert Distressed Investment Master Fund, Ltd.
                      c/o 555 Madison Avenue, 16th Floor
                           New York, New York 10022

    April 13, 2005

    VIA FACSIMILE

    Directors of:
     Calpine Canada Energy Finance II ULC
     Calpine Canada Resources Ltd.
     Calpine European Funding (Jersey) Limited
     Calpine Corporation

   RE: Harbert Distressed Investment Master Fund, Ltd.: Bonds
       Issued by Calpine Canada Energy Finance II ULC

   The Fund is writing to you as the holder of bonds issued by
   Calpine Canada Energy Finance II ULC.  The Fund holds a
   significant amount of both the 8-7/8% bonds due October 2011
   and the 8-3/4% bonds due October 2008.

   The Fund is concerned that your recent announcements concerning
   the sale of the Saltend Power Generating Facility and the
   issuance of $260,000,000 in redeemable preferred shares by
   Calpine European Funding (Jersey) Limited are evidence of an
   effort to strip the value of the Saltend Facility out of
   Calpine Jersey and, indirectly, its parent, Calpine Canada
   Resources Ltd., to the prejudice of Finance II's bondholders.

   If the value of the Saltend Facility is stripped away,
   Resources will be unable to meet its obligations to Finance II
   under the Term Debenture issued August 23, 2001, in the amount
   of euro 275,000,000 and Finance II will be unable to meet its
   obligations under the Bonds.  The Saltend Facility is the
   commercial enterprise which supports Resources obligations to
   Finance II under the Term Debenture which, in turn, supports
   Finance II's ability to repay the Bonds.

   The Fund is of the view that these actions are in breach of the
   legal obligations, public announcements and the expectations
   created by Finance II, Resources and Calpine Corporation.

   The Term Debenture, made public by Calpine in November, 2004,
   provides that Resources would conduct its business "so as to
   preserve and protect its business and assets".  The sale or
   financing of the Saltend Facility in circumstances where
   Resources does not receive adequate consideration is a breach
   of the obligations under the Term Debenture.

   The Bonds were issued pursuant to a prospectus included in a
   registration statement filed with the United States Security
   and Exchange Commission registration number 333-67446.

   The Prospectus provided in part as follows:

   "page 19 ... The right of Calpine's debt security holders to
   receive any assets of any of Calpine's subsidiaries or other
   affiliates upon Calpine's liquidation or reorganization will be
   subordinated to the claims of any subsidiaries' or other
   affiliates' creditors (including trade creditors and holders of
   debt issued by Calpine's subsidiaries or affiliates, including
   Energy Finance and Energy Finance II)."

   Accordingly, it was intended and represented by Calpine that
   the creditors of Finance II, including holders of the Bonds,
   would:

     (a) have recourse to the assets of Finance II (including
         the Term Debenture) in priority to the creditors of
         Calpine and

     (b) have a claim on any assets of any of Calpine's
         subsidiaries or other affiliates which claim is senior to
         Calpine's creditors.

   The Fund strongly suspects that Calpine initiated the sale of
   the Saltend Facility and preferred issuance by Calpine Jersey
   in an ongoing effort to address significant shortfalls in
   Calpine's liquidity.  We strongly suspect that the proceeds are
   intended to be used to repurchase or refinance Calpine debt,
   and that these transactions are part of an ongoing de facto
   liquidation and reorganization of Calpine in contravention of
   these representations.  We have serious and growing concerns
   over Calpine's solvency.  The Fund believes that Calpine should
   not be permitted to liquidate or reorganize to the detriment of
   Finance II in contravention of these representations simply
   because it is in advance of a formal bankruptcy filing or out-
   of-court restructuring announcement.

   It appears to us that the actions constitute an 'end run'
   around the obligations in the Term Debenture and the Prospectus
   and are an attempt to prefer the creditors of Calpine and
   certain affiliates over the bondholders.  The value of the
   Saltend Facility must remain available to Resources and Finance
   II, at least to the extent of the principal and interest
   amounts outstanding under the two series of Finance II debt
   which include the Bonds.

   This letter is notice that the Fund requires your public
   written confirmation that the cash proceeds of any sale or
   financing of the Saltend Facility continues to be and will be
   held in cash at Resources until the maturity of the Bonds in
   order to support:

     (a) the obligations of Resources to Finance II under the Term
         Debenture; and

     (b) the obligations of Finance II to its bondholders,
         including the Fund which are, at a minimum, sufficient to
         fund the principal and interest obligations under the
         Bonds.

   In the event that the proceeds of the sale or any refinancing
   of the Saltend Facility have already been transferred to
   Calpine or any of its affiliates, we will require your public
   written confirmation that the proceeds will immediately be
   repaid to Resources and held in cash pending the maturity and
   repayment in full of the Bonds.

   The Fund is advised by its counsel that the transactions which
   Calpine has or is about to conclude to upstream the proceeds of
   the sale or financing of the Saltend Facility are oppressive,
   unfairly prejudicial to and unfairly disregard the rights of
   the bondholders of Finance II, including the Fund, contrary to
   the provisions of the Nova Scotia Companies Act.  The
   oppression remedy under the Act is designed to protect
   corporate stakeholders from conduct that is oppressive,
   unfairly prejudicial to or unfairly disregards the rights of
   the stakeholders.  Under the Act, a court is empowered to make
   any order it sees fit to rectify the oppressive conduct
   including orders restraining oppressive conduct and setting
   aside or varying corporate contracts or transactions.  Conduct
   which may be legal in the narrow sense can be found to be
   oppressive and remedy awarded.

   In addition, under Canadian law the directors of Finance II and
   Resources owe a duty of care to the creditors of Finance II and
   Resources.  Any transactions which strip the assets out of
   Finance II and Resources and render them unable to meet their
   obligations to their creditors, including the bondholders, are
   in breach of the directors' obligations to the creditors and
   could result in personal liability for the directors.

   If you do not publicly announce your written confirmation as
   requested herein by April 26, 2005, we have instructed our
   counsel, ThorntonGroutFinnigan LLP, of Toronto, Canada to
   commence proceedings to enforce our rights.

      Sincerely,

      Harbert Distressed Investment Master Fund, Ltd.
      By: HMC Distressed Investment Offshore Manager, L.L.C.,
          as its investment manager

      /s/ Philip Falcone
      Philip Falcone
      Vice President

      Cc: John Finnigan, ThorntonGroutFinnigan LLP

                          About Harbert

Harbert Distressed Investment Master Fund, Ltd., is focused on
high-yield (special situation) and distressed securities on both
the long and short sides, including debt and equity investments in
turnarounds, restructurings, liquidations, event driven situations
and inter-capital structure arbitrage.

Calpine Corporation -- http://www.calpine.com/--is a North
American power company dedicated to providing electric power to
customers from clean, efficient, natural gas-fired and geothermal
power plants.  The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in
Canada and in the United Kingdom.  The company, founded in 1984,
is listed on the S&P 500 and was named FORTUNE's 2004 Most Admired
Energy Company.  Calpine is publicly traded on the New York Stock
Exchange under the symbol CPN.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  S&P said the outlook is negative.


CHESAPEAKE ENERGY: S&P Rates Proposed $600M Sr. Unsec. Notes BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Chesapeake Energy Corp.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Chesapeake's proposed $600 million senior unsecured notes due 2015
and its 'B-' rating to Chesapeake's proposed $400 million
preferred stock offering.

The outlook is positive. Oklahoma City, Okla.-based Chesapeake
will have about $3.7 billion worth of debt on a pro forma basis
after this transaction.

The actions follow Chesapeake's announcement that it has entered
into four separate agreements to purchase 289 billion cubic feet
equivalent (bcfe) of proved reserves, or 566 bcfe including
probable and possible reserves, for $686.4 million.

Standard & Poor's expects that excess proceeds will be used to
repay existing borrowings under Chesapeake's credit facility.

"Chesapeake's current slate of acquisitions continue the company's
policy of aggressively expanding in its core areas in South Texas,
East Texas, and the Permian Basin," said Standard & Poor's credit
analyst Paul Harvey.

However, on a proved reserve basis, the acquisitions are more
costly than historic levels at nearly $2.40 per thousand cubic
feet equivalent.

Standard & Poor's is also concerned about Chesapeake's willingness
to repay debt through excess cash flow and materially improve its
financial metrics.

"Although there is no immediate impact on Chesapeake's outlook or
rating, further debt-financed acquisitions of this magnitude could
result in the outlook returning to stable," said Mr. Harvey.


COLUMBUS ROAD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Columbus Road Enterprises, Ltd.
        aka Tomasino's Meats & Foods
        aka Tomasino's Sausage, Inc.
        3819 Columbus Rd., Northeast
        Canton, Ohio 44705

Bankruptcy Case No.: 05-61431

Type of Business: The Debtor operates a restaurant and sells
                  meat products.

Chapter 11 Petition Date: March 22, 2005

Court: Northern District of Ohio (Canton)

Judge: Judge Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  Courtyard Centre, Suite 625
                  116 Cleveland Ave., Northwest
                  Canton, Ohio 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713

Estimated Assets: $50,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Sky Bank                      Bank loan               $1,141,089
Attn: James C. Stevens        Value of collateral:
30100 Chagrin Boulevard       $639,660
Pepper Pike, OH 44124         Unsecured value:
                              $501,429

Ronald Posity                 Money Loaned              $474,000
1580 Steiner N.W.             Unsecured value:
N. Canton, OH 44720           $474,000

Willliam Posity               Money Loaned              $474,000
1580 Steiner N.W.             Unsecured value:
N. Canton, OH 44720           $474,000

Whitacre Refrigeration, Inc.  Trade debt                 $30,049
PO Box 303
Minerva, OH 44657

Dot Foods                     Trade debt                 $12,064
PO Box 192
Mount Sterling, IL 62353

Sugardale Freshmark           Trade debt                  $6,513
PO Box 571
Massillon, OH 44648

Sherwood Food Distributors    Trade debt                  $4,422
16625 Granite Road
Maple Heights, OH 44137-4301

Burke Corporation             Trade debt                  $4,232
PO Box 209
1516 South "D" Avenue
Nevada, IA 50201-0209

Wolverine Packing Co          Trade debt                  $4,162
PO Box 79001
Detroit, MI 48279-1570

JH Routh Packing Company      Trade debt                  $2,989
PO Box 2253
Sandusky, OH 44871-2253

Lake Erie Frozen Foods Co     Trade debt                  $2,604
1830 Orange Road
Ashland, OH 44805

Ohio Packing Company          Trade debt                  $2,575
3245 East 5th Avenue
Columbus, OH 43219

Skidmore Sales &              Trade debt                  $1,567
Distributing
9889 Cincinnati Dayton Road
West Chester, OH 45069

Holly Sales Of Northern Ohio  Trade debt                  $1,469
4720 Warner Road
Garfield Heights, OH 44125

Thompson Equipment & Supply,  Trade debt                    $996
Inc.
3249 E Kemper Road
Cincinnati, OH 45241

Schlabach Distributing        Trade debt                    $771
PO Box 197
Berlin, OH 44610

John Morrell & Co             Trade debt                    $764
12743 Collections Center Drive
Chicago, IL 60693-0000

Dewied International Inc.     Trade debt                    $738
5010 East IH 10
San Antonio, TX 78219-3352

Pittsburgh Spice & Seasoning  Trade debt                    $599
102 33rd Street
Pittsburgh, PA 15201

Roach-Reid Office             Trade debt                    $196
Systems Corporation
2737 Gilchrist Road
Akron, OH 44305


COMM: Fitch Affirms Junk Ratings on Classes M & N Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings affirms COMM's commercial mortgage pass-through
certificates, series 2000-C1:

         -- $70.5 million class A-1 'AAA';
         -- $542.9 million class A-2 'AAA';
         -- Interest-only class X 'AAA';
         -- $38.2 million class B 'AA';
         -- $39.3 million class C 'A';
         -- $13.5 million class D 'A-';
         -- $25.8 million class E 'BBB';
         -- $11.2 million class F 'BBB-';
         -- $26.9 million class G 'BB';
         -- $6.7 million class H 'BB-';
         -- $6.7 million class J 'B+';
         -- $10.1 million class K 'B';
         -- $7.9 million class L 'B-';
         -- $6.7 million class M 'CCC';
         -- $4.5 million class N remains 'CC'.

Fitch does not rate the $2.9 million class O certificates.
The affirmations are the result of the stable loan performance.
The pool's collateral balance has paid down 9.4% since issuance,
to $813.9 million as of the March 2004 distribution date from
$897.9 million at issuance.  Although Fitch has concerns with
several loans in the deal, previous rating actions have addressed
those concerns.

Currently, there are six loans (3.5%) in special servicing.  The
largest loan (1.1%) in special servicing is Eastgate Station, a
retail property located in Cincinnati, Ohio.  The loan transferred
to special servicing in November 2004 after the property's largest
tenant, Rhodes, filed for bankruptcy and subsequently rejected
their lease.  Despite the absence of the largest tenant, the loan
has remained current while the borrower attempts to re-lease the
vacant space.

The second largest asset in special servicing is 6350 Court Street
Road (0.55%), located in Dewitt, New York.  The loan transferred
to special servicing in January 2003 as a result of the property's
single tenant, Intermedia Communications (whose parent company was
MCI Worldcom), vacating the premises.  The property remains 100%
vacant.  The property is currently real estate owned.  The special
servicer, Allied Capital, is evaluating disposition options.

The Crowne Plaza is secured by a 46-story, 770-room hotel located
in the Times Square submarket of Manhattan, New York.  The
property has shown signs of improvement since year-end 2003.  At
issuance Fitch considered this loan investment grade.  Since
issuance, performance has declined and although there has been
some improvement, the loan remains below investment grade.
Revenue per Available Room and the Average Daily Rate as of the
trailing 12 months ending September 2004 have declined 10.0% and
21.3%, respectively, since issuance.  RevPar and ADR have both
improved since year-end 2003, increasing 13.5% and 2.4%,
respectively.

The Crystal Park loan is secured by an 11-story office building
located in Arlington, Virginia.  The Fitch adjusted net cash flow
as of the trailing 12 months ended September 2004 improved 12.5%
since issuance.  The corresponding debt service coverage ratio as
of the trailing 12 months ending September 2004 was 2.26 times
compared to 1.93x at issuance.  Fitch maintains an investment-
grade credit rating on this loan.


CONGOLEUM CORP.: Taps FTI Consulting as Trial Support Provider
--------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to employ FTI
Consulting, Inc., as their trial support service provider, nunc
pro tunc to April 8, 2005.

FTI is expected to:

   a) process documents and designations for courtroom
      presentation;

   b) provide in-court technology;

   c) work with attorneys during trial on court presentations;

   d) provide graphic design and animation production;

   e) meet and communicate with client;

   f) provide consulting, concept development and work with
      designers; and

   g) coordinate and manage team including consultants, graphic
      artists, technicians and outside vendors to manage budget.

FTI's professionals' hourly rates are:

            Designation                    Rate
            -----------                    ----
            Graphic Consultant          $225 - $325
            Designers                   $175 - $225
            Technology Consultants      $225 - $275
            Project Management          $150 - $175
            Video Digitizing           Fixed Fee of $160
                                       per 2 hour tape

Sue E. Chapli, at FTI, assures the Court of her Firm's
"disinterestedness" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

At Sept. 30, 2004, Congoleum Corp.'s reported assets of
approximately $213 million and liabilities of approximately $236
million.


CONGOLEUM CORP: Wants Exclusive Filing Period Extended to Aug. 1
----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for an extension
of their time within which they alone can file a chapter 11 plan.

The Debtors want until Aug. 1, 2005, to file a plan and until
Sept. 1, 2005, to solicit acceptances of that plan.

The Debtors seek the extension to further negotiate for the
acceptance of their plan filed in November 2004 without
disruptions caused by the filing of competing plans.

Congoleum assures the Court that the extension will not prejudice
the interests of creditors and parties-in-interest.

Headquartered in Mercerville, New Jersey, Congoleum Corporation
-- http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

At Sept. 30, 2004, Congoleum Corp.'s reported assets of
approximately $213 million and liabilities of approximately $236
million.


CREDIT SUISSE: S&P Lifts Rating on Class F Certificates to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, E, and F of Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series 1998-
C1. Concurrently, all other outstanding ratings from this
transaction are affirmed.

The raised and affirmed ratings reflect the recent defeasance of
the largest loan in the pool, the Combined Properties loan, and
the favorable disposition of some of the specially serviced
assets, such as American Restaurant Group for no loss.  The rating
actions also reflect credit enhancement levels that provide
adequate support through various stress scenarios.

As of March 2005, the trust collateral consisted of 284 commercial
mortgages with an outstanding balance of $1.985 billion, down from
324 loans totaling $2.483 billion at issuance.  The pool has paid
down by 20.1%.

The master servicer, ORIX Capital Markets LLC (ORIX), reported
partial year 2004 or full year 2003 net cash flow debt service
coverage ratios (DSCRs) for 95.7% of the pool.  Fifty-eight credit
tenant leases (CTLs), totaling $291 million, account for 15.2% of
the pool.  Twenty-six loans totaling $284.9 million, or 14.4% of
the pool, have been defeased.

Based on this information and excluding defeasance and CTLs,
Standard & Poor's calculated a pool DSCR of 1.64x, up from 1.51x
at issuance.

The current weighted average DSCR for the top 10 loans, (25.4% of
the pool) improved to 1.92x, from 1.54x at issuance.  Nine of the
top 10 loans have improved DSCRs from issuance.

There are nine loans, with a combined balance of $66.3 million
(3.3% of the pool) that are with the special servicer, Lennar
Partners Inc. (Lennar).  Four are secured by lodging properties;
three are secured by retail properties, one by a multifamily
property, and one by a nursing home.  Four of the loans are
current, three are 90-plus days delinquent, and two are REO.

Significant loans are discussed below:

      * The largest specially serviced asset, Kmart Store #4956,
        has a current balance of $18.5 million (0.93% of the
        pool). It is a CTL loan and the Kmart is located in
        Virginia Beach, Virginia.  The loan is current and
        performing according to the terms of a lease modification
        around the time of Kmart's bankruptcy filing.

      * The Smith Hotel portfolio has a balance of $16.0 million
        (0.81%) and is secured by three lodging properties
        totaling 388 rooms, which are all located in Louisiana.
        The loan is current.  It was in special due to a dispute
        over reserves, which has been resolved.  The loan is
        current and has been returned to the master servicer.

      * University Heights Apartments has a balance of $8.8
        million (0.44%) and is secured by a 362-unit student
        housing property located in Austin, Texas.  The asset is
        REO.  Lennar has completed some capital improvements and
        is marketing the property for sale, with an expected
        disposition within a few months.  Current occupancy is
        94%.  The servicer's watchlist includes 77 loans totaling
        $608 million (30.6%).

Three of the top 10 loans totaling $243.6 (12.3%) are on the
watchlist but are not a concern.  Combined Properties has just
defeased, the Ritz Carlton in Cancun, Mexico has greatly improved
cash flow (2.02x DSCR as of Sept. 30, 2004), and the
Reichmann/Intell portfolio improved to 1.64x DSCR and will be
removed from the watchlist next month.  Most of the remaining
loans on the watchlist appear due to low occupancies, DSC, or
upcoming lease expirations, and were stressed accordingly by
Standard & Poor's.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.

                         Ratings Raised

       Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 1998-C1

                        Rating
                        ------
            Class   To        From      Credit Enhancement
            -----   --        ----      ------------------
            C       AAA        AA                   20.20%
            D       A+         BBB+                 13.32%
            E       A-         BBB                  11.44%
            F       BB-        B+                    4.25%

                        Ratings Affirmed

       Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 1998-C1

            Class      Rating       Credit Enhancement
            -----      ------       ------------------
            A-1A        AAA                     33.96%
            A-1B        AAA                     33.96%
            A-2MF       AAA                     33.96%
            B           AAA                     27.08%
            G           B                        3.31%
            H           CCC                      0.81%
            A-X         AAA                       N/A


DIRECTV HOLDINGS: Fitch Rates $2.5 Bil. Sr. Credit Facility at BB+
------------------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to the new $2.5 billion
senior secured credit facility entered into by DIRECTV Holdings
LLC.  Additionally, Fitch affirms the 'BB' rating assigned to the
senior unsecured debt of DIRECTV.  The Rating Outlook for each of
the ratings remains Stable.  Fitch's rating action effects
approximately $3.3 billion of debt as of the end of 2004.

Fitch's ratings reflect DIRECTV's strong market position as the
second largest multichannel video programming distributor in the
U.S., the support and liquidity position of DIRECTV Group, Inc. --
DTVG -- (Fitch acknowledges that DTVG does not guaranty the debt
of DIRECTV).  Also incorporated into the ratings is Fitch's
expectation of elevated competition for subscriber market share
from cable multiple system operators, other direct broadcast
satellite -- DBS -- providers, and, over the intermediate term,
from the RBOCs as they complete the roll-out of facilities-based
video services.

Fitch's ratings also reflect DIRECTV's lack of revenue diversity
and narrow product offering relative to the cable MSOs and Fitch's
expectation that cable MSOs, with the introduction of telephony
service to the product bundle, will be in a position to enhance
their competitive position.  Furthermore, Fitch's ratings
incorporate DIRECTV's high cost to acquire and retain subscribers.
Fitch expects these costs (on a per subscriber basis) to increase,
as subscribers migrate to more advanced set top boxes and DIRECTV
controls subscriber churn.  Fitch anticipates that DIRECTV's gross
subscriber additions will be somewhat below the 4.2 million gross
subscribers added during 2004.  Fitch believes that reducing
subscriber churn and controlling the growth of subscriber
acquisition and retention costs will be key to growing EBITDA and
expanding margin.

Proceeds from the new credit facility are expected to be used to
refinance the existing senior secured credit facility and to repay
the $875 million intercompany note due to DTVG.  Additionally,
DIRECTV plans to redeem approximately $490 million of its 8.375%
senior notes with the proceeds received from an equity
contribution to DIRECTV by DTVG.  Pro forma for both of the
transactions, total debt at DIRECTV will be reduced by
approximately $377 million and leverage declines to 5.0x, based on
actual 2004 EBITDA of $583.1 million.  The transactions also
increase the proportion of secured debt relative to the total
capitalization, weakening the position of the senior unsecured
noteholders.  Senior secured leverage increases to 3.4x pro forma
from 1.7x.  The total leverage and senior secured leverage
covenants contained in the new credit facility are higher than
those contained in the existing facility, providing DIRECTV with
additional flexibility to operate.  Secured debt is limited to
3.0x by the covenant contained in the 8.375% notes.

Fitch expects the company's total leverage metric to improve
during 2005 and to finish 2005 with leverage under 3.5x.  During
2004, DIRECTV reported free cash flow of negative $247 million.
Fitch expects that free cash flow generation will improve during
2005 but will remain negative.

Fitch's Stable Rating Outlook incorporates Fitch's expectation for
subscriber growth to continue during 2005 albeit at a moderately
slower pace relative to 2004.  Fitch expects the company to
balance subscriber growth with subscriber acquisition and
retention costs while reducing subscriber churn to drive
increasing EBITDA and operating margins.


DMX MUSIC: Employs Paul Hastings as Special Counsel
---------------------------------------------------
DMX Music, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Paul, Hastings, Jofsky & Walker LLP as their
special counsel.

Paul Hastings is expected to:

    a. provide legal advice with respect to the CVS Litigation,
       the Reditune Dispute, and matters incidental or related
       thereto;

    b. prepare, on behalf of the Debtors, necessary applications,
       complaints, answers, declaration, orders, counterclaims,
       affidavits, reports, and other legal papers relating to the
       CVS Litigation, the Reditune Dispute, and matters
       incidental or related thereto;

    c. correspond and negotiate with the parties involved in the
       CVS Litigation, the Reditune Dispute, and matters
       incidental or related thereto;

    d. appear, to the extent required, in court or before the
       applicable administrative or governing entity to protect
       the Debtors' interests relating to the CVS Litigation,
       the Reditune Dispute, and matters incidental or related
       thereto; and

    e. perform all other legal services for the Debtors that
       may be necessary or appropriate in the CVS Litigation,
       the Reditune Dispute, and matters incidental or related
       thereto.

The Firm will not represent the Debtors in matters other than the
CVS Litigations, the Reditune Dispute, and matters incidental or
related thereto.

For the CVS Litigation, the Firm will be compensated on a
contingency:

    * 50% of the net recovery (after deduction of expenses) up
      to $1 million by way of settlement and/or judgment;

    * 45% of the gross recovery between $1 million and $5
      million by way of settlement and/or judgment;

    * 40% of the gross recovery between $5 million and $10
      million by way of settlement and/or judgment; and

    * 35% of the gross recovery over $10 million by way of
      settlement and/or judgment.

For the Reditune Dispute, Paul Hastings will seek compensation
based on its professionals' current hourly rates:

            Robert San Pe         $595
            Omar Niamatullah      $420
            Lisa Siu              $360

To the best of the Debtors' knowledge, Paul Hastings is a
"disinterested person" in the matters upon which it is being
engaged.

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


DMX MUSIC: Wants to Retain Akin Gump as Special Counsel
-------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates sought permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Akin Gump Strauss Hauer & Feld as their special counsel.

Akin Gump has already represented the Debtors in the potential
sale of the Debtors' foreign assets in connection with the
proposed sale of the Debtors' domestic assets.

As special counsel, Akin Gump is expected to:

    a. provide legal advice with respect to the Potential
       Transaction and sale of Debtors' foreign assets;

    b. retain, guide and consult with local counsel, without
       further order of the Court, in certain of the relevant
       jurisdictions where the Debtors' Foreign Affiliates are
       based;

    c. prepare on behalf of the Debtors necessary
       documentation, certification, and other legal papers
       relating to the Potential Transaction or other issues;
       and

    d. perform all other legal services for the Debtors that
       may be necessary and proper.

Akin Gump discloses the Firm's professionals' current hourly
rates:

           Jeffrey R. Drew        GBP375
           Peter J.M. Declercq    GBP300

To the best of the Debtors' knowledge, Akin Gump is a
"disinterested person" in the matters upon which it is to engage.

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.


EL CONEJO: Court Converts Chapter 11 Case to Chapter 7 Liquidation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
converted El Conejo Bus Lines, Inc.'s chapter 11 case to a chapter
11 liquidation on March 31, 2005, at the Debtor's behest.

The Debtor asked the Court to convert its case to a liquidation
proceeding after it successfully sold substantially all of its
assets to Autobuses de El Conejo, Inc., for $550,000.  The Court
approved the sale on Jan. 6, 2005.

The Debtor no longer has any operations, and has no need to remain
in chapter 11.

Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --
http://www.elconejobuslines.com/-- is the first Hispanic bus
company based in the Dallas Metroplex area.  El Conejo serves the
Hispanic passenger market with routes from the U.S. border with
Mexico and points north, including Dallas, the greater Kansas City
area and Chicago.  The Company filed for chapter 11 protection on
December 3, 2004 (Bankr. N.D Tex. Case No. 04-82977).  Eric A.
Liepins, Esq., at Eric A. Liepins, P.C., represents the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $220,000 in assets and $2,005,468 in
debts.


EL CONEJO: Section 341(a) Meeting Scheduled for May 6
-----------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of El Conejo
Bus Lines, Inc.'s creditors at 3:10PM on May 6, 2005, at the
Office of the U.S. Trustee, 1100 Commerce St., Room 524, Dallas,
Texas.  This is the first meeting of creditors after the U.S.
Bankruptcy Court for the Northern District of Texas converted the
Debtor's chapter 11 case to a chapter 7 liquidation on March 31,
2005, at the Debtor's behest.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The U.S. Trustee was not able to form a creditors committee in the
Debtor's chapter 11 case due to lack of interest from creditors.

Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --
http://www.elconejobuslines.com/-- is the first Hispanic bus
company based in the Dallas Metroplex area.  El Conejo serves the
Hispanic passenger market with routes from the U.S. border with
Mexico and points north, including Dallas, the greater Kansas City
area and Chicago.  The Company filed for chapter 11 protection on
December 3, 2004 (Bankr. N.D Tex. Case No. 04-82977).  Eric A.
Liepins, Esq., at Eric A. Liepins, P.C., represents the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $220,000 in assets and $2,005,468 in
debts.


EURAMAX INTL: Merger Plan Prompts Moody's to Review Ba3 Rating
--------------------------------------------------------------
Moody's Investors Service has placed Euramax International, Inc.'s
("Euramax" -- Ba3 senior implied rating) ratings on review,
direction uncertain, following the company's announcement that it
has entered into an agreement and plan of merger with GSCP EMAX
Acquisition, LLC, an entity organized by Goldman Sachs Capital
Partners and Euramax management.  The new ownership will acquire
all of the outstanding stock of Euramax, and pursuant to a change
of control provision, will redeem all of its $200 million senior
subordinated notes due 2011.  The transaction is expected to close
during 2Q2005.

The ratings on review include:

Euramax International, Inc.

   * $200 million guaranteed senior subordinated notes
     due 2011 -- B2

   * Senior Implied -- Ba3

   * Senior Unsecured Issuer Rating -- B1

During the review process, Moody's will focus on the proposed
purchase price and capital structure, and Moody's plans to meet
with Euramax management in the short-term to discuss these issues.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.  Euramax operates 42 manufacturing and
distribution facilities in the US and Europe.  The company
reported revenues of $965 million in 2004.


FEDERAL-MOGUL: Jefferies' Role as Committee Advisor Expanded
------------------------------------------------------------
Under a restated engagement letter, the Official Committee of
Unsecured Creditors appointed in the chapter 11 cases of Federal-
Mogul Corporation and its debtor-affiliates, and Jefferies &
Company, Inc., agreed to expand the firm's scope of retention as
the Committee's exclusive financial advisor to include services
that relate to the marketing and potential sale of Debtor Federal-
Mogul Ignition Company's Zanxx Division.  The sale may take any
structure or form of transaction including a direct or indirect
acquisition, sale of assets, merger, consolidation, restructuring,
transfer of securities or any similar or related transaction.

The Debtors and the Committee believe that the sale of the Zanxx
Division should be actively explored and pursued.  In the past
several years, the Debtors have sold off a majority of their
lighting business.  As a result, the Zanxx Division is one of the
few remaining businesses owned by the Debtors in the lighting
products area.  While the Debtors have continued to operate the
business, the Zanxx Division no longer fits into the Debtors'
core strategic products groups and, thus, does not provide any
meaningful value to the Debtors in its current form.  Despite its
overall low significance to the Debtors' businesses, the Zanxx
Division is nevertheless a unit that has great potential for an
organization focused on growth in the lighting area.  Indeed, the
Zanxx Division is likely to be more lucrative as a sold asset
than a continuing Federal-Mogul enterprise.  Given the Zanxx
Division's stand-alone nature and its low degree of integration
with the Debtors' other businesses, the Zanxx Division can be
sold with minimal disruption and impact on the remainder of the
organization.

Under the Restated Engagement Letter, Jefferies will receive:

    (a) a $100,000 nonrefundable engagement fee;

    (b) upon consummation of a Sale, a fee calculated as:

        (1) for Sale Value less than or equal to $40 million, a
            $700,000 fee; plus

        (2) for Sale Value greater than $40 million but less than
            or equal to $45 million, 2.25% of that portion of the
            Sale Value that is greater than $40 million; plus

        (3) for Sale Value greater than $45 million, 3.5% of that
            portion of the Sale Value that is greater than $45
            million,

        payable at the closing of the Sale; provided, however,
        that the maximum consideration payable cannot exceed
        $1,000,000; and

    (c) Jefferies is entitled to reimbursement of its expenses
        incurred in connection with a sale.

Jefferies will work closely with the Debtors and their financial
advisor, AlixPartners LLC, in connection with the Additional
Services.  Jefferies will take a primary role in the marketing
and sale efforts.

The Debtors will have the same indemnification and contribution
obligations to Jefferies as those under the Amended Engagement
Letter, except that these obligations will also extend to
liabilities and expenses incurred, related to or arising out of
or in connection with any of the additional services.

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


GENEVA STEEL: Examiner Confirms CEO Got Leaked Document
-------------------------------------------------------
Joel T. Marker, the chapter 11 examiner appointed by the U.S.
Bankruptcy Court for the District of Utah in the chapter 11 case
of Geneva Steel LLC, confirmed that:

   * Paul Peterson received a leaked document from Jon Cartwright
     on Feb. 14, 2005, and

   * Ken Johnson, the Debtor's Chief Executive Officer, faxed
     the document to Stephen Garcia on Feb. 16, 2005.

         U.S. Trustee Pushed for Examiner's Appointment

As reported in the Troubled Company Reporter on March 22, 2005,
the Court appointed Mr. Marker as chapter 11 examiner, at the
United States Trustee for Region 19's behest.

The U.S. Trustee wanted the Chapter 11 Examiner to find out what
confidential and privileged information was leaked from the
Official Committee of Unsecured Creditors to Mr. Johnson or any
person working at or for Geneva.

The U.S. Trustee believes Mr. Johnson has violated bankruptcy and
other laws in connection with the request of Sierra Energy, Geneva
Steel LLC's creditor, to allow its $225,516 administrative claim.

         Sierra Energy Examines CEO & Creditors Committee

Sierra Energy examined Mr. Johnson and Chemical Lime Company, a
Creditors Committee member, on April 11.  Several other members of
the Creditors Committee will be examined on the 18th, 21st and
22nd of the month.

                    CEO to Step down on May 15

As reported in the Troubled Company Reporter on Apr. 4, 2005, Mr.
Johnson will step down on May 15 and hand control of the company's
affairs to a to-be-named bankruptcy trustee.  As soon as the
trustee is appointed, Geneva's Board of Directors will dissolve.

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


GENEVA STEEL: Inks Settlement Pact with Olsen Properties
--------------------------------------------------------
Geneva Steel LLC seeks authority from the U.S. Bankruptcy Court
for the District of Utah, Central Division, to enter into a
settlement agreement with Olsen Properties LLC.

On March 16, 2004, Geneva and Universal Scrap Metals, Inc.,
entered into a Demolition and Salvaged Materials Sale Agreement.
The Debtor agreed to sell loose scrap and salvaged material to
Universal for $15.75 million.

Universal in turn made a pact to sell salvaged material to Olsen.

On July 14, 2004, Geneva declared Universal in default of the
Universal Agreement.  As a result, Universal is unable to fulfill
its obligation with Olsen.

On September 13, 2004, Olsen filed a suit against Geneva,
Universal and Arch Insurance Co. [Bankr. D. Utah Case No.
04-2804].  Olsen claimed it paid Universal $185,000 for the
salvaged materials.

                       The Settlement

Geneva agrees to pay Olsen $92,500 to settle all claims.  Geneva
also wants all charges to be dropped.

Geneva entered into an agreement with CST Environmental, Inc.,
where CST will assume Universal's obligations and purchase the
salvaged materials.

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


GOODYEAR TIRE: Fitch Puts Low-B Ratings on New Sr. Sec. Bank Loans
------------------------------------------------------------------
Fitch Ratings has assigned indicative ratings to The Goodyear Tire
& Rubber Company's -- GT -- new domestic senior secured bank
facilities which the company announced earlier this week had been
closed:

     -- $1.5 billion asset-based first-lien revolving credit
        facility 'B+';

     -- $1.2 billion second-lien term loan 'B';

     -- $300 million third-lien term loan facility 'B-'.

Fitch also affirmed its rating of 'CCC+' for GT's senior unsecured
debt.  The new bank facilities replace approximately $2.6 billion
of existing domestic bank facilities.  The Rating Outlook is
Stable.

In addition, Fitch has initiated an indicative rating of 'B+' on
new senior secured, first-lien European bank facilities for GT's
subsidiary, Goodyear Dunlop Tires Europe B.V. -- GDTE -- that were
completed at the same time as GT's domestic facilities.  The new
GDTE facilities consist of $650 million equivalent of Euro-
denominated revolving and term loan facilities and replaced a
similar amount of existing bank facilities under which $400
million was outstanding at the end of 2004.  The Rating Outlook is
Stable.

All of the new bank facilities mature in 2010 with the exception
of the $300 million term loan that matures in 2011.  The
refinanced debt carries lower interest rates and extends the
maturities on Goodyear's bank debt that had been scheduled to
mature between 2005 and 2007.  At Dec. 31, 2004, Goodyear had
approximately $5.7 billion of total debt outstanding on a
consolidated basis.

Lien priorities have been simplified under the refinanced bank
facilities which previously included various combinations of
senior and junior liens.  The 'B+' rating for GT's domestic first-
lien bank facility takes into account an improved recovery
position, as total commitments secured by the first lien declined
to $1.5 billion compared to $1.98 billion prior to the
refinancing.  Further supporting likely recoveries is the addition
of Goodyear's trademark and its pledge of domestic and foreign
subsidiary stock that augment collateral already pledged under the
previous facilities.  The second-lien bank term loan is also well-
secured but is rated one notch below the first-lien facility to
reflect its junior priority position with respect to the
collateral.  Fitch's ratings on third-lien bank debt and unsecured
debt reflect lower recovery prospects.  The third-lien bank term
loan is secured equally with $650 million of GT's existing secured
bonds that mature in 2011.

Rating concerns include high leverage, low profitability and cash
flow, a high cost structure, and weak internal controls that
prompted the restatement of results for 2003 and the first nine
months of 2004.  In addition, GT's pension plans were underfunded
by $3.1 billion at the end of 2004.  Required contributions appear
likely to increase materially in 2005 and 2006, further limiting
GT's financial flexibility.  In the near term, liquidity concerns
will be partly offset by Goodyear's new bank facilities, which
give the company additional time to address its operating
challenges and weak operating cash flow by stretching a
substantial portion of debt maturities out to 2010.  The ratings
also incorporate Goodyear's well-recognized brand name, its
position as one of the three largest global tire companies, and
progress in addressing its debt structure and operating
performance.

Goodyear made substantial progress in 2004 regarding new product
introductions, the reduction of excess costs, and rebuilding its
dealer relationships.  However, its key North American Tire
segment, while having reversed earlier losses, continues to be
faced with low margins and a very competitive environment.
Goodyear's cash flow remains insufficient to support capital
expenditures, increases in pension contributions, and debt
maturities.  An important consideration in the ratings going
forward will be the company's ability to rebuild long- term
operating results in its North American operations.  Goodyear will
also be challenged to recoup potential double-digit price
increases in key raw materials in 2005.

Over the near term, Goodyear faces sharply escalating required
pension contributions.  The company's underfunded position and the
heavy level of pension benefit payments being paid out of pension
assets expose the company to the possibility of even higher
contributions in the event of asset underperformance.  Current
pension legislation proposals, if enacted, would significantly
boost Goodyear's required contribution levels, placing additional
claims on the company and further deteriorating the company's
financial profile.

In 2004, tire unit sales increased by 1.6%, excluding the impact
of FIN 46 consolidations in which GT consolidated two existing
investments in South Pacific Tyres and T&WA.  Segment profit
doubled, however, as a result of an improved replacement tire
market, higher selling prices, benefits from previous
restructuring, strong acceptance of new products, and the
favorable impact from foreign currency translation.  The North
American Tire segment eliminated the losses it had recorded in the
previous two years but margins remained weak at less than 1% of
sales.  The segment suffers from a high cost structure due in part
to GT's high labor costs, a manufacturing footprint that is more
concentrated in the U.S. than its competitors, and costs related
to retiree pensions and other postretirement benefits.  As a
result, GT's North American production capacity is likely to
remain more costly compared to its chief rivals.

GT has been more selective about the market segments in which it
invests, contributing to an improved product mix across much of
the company.  This strategy, however, may also contribute to
additional costs as GT reallocates production capacity, especially
as the original equipment market is being negatively affected by
weakness in the automotive sector.  This concern is somewhat
offset by relatively stronger performance in the replacement tire
market, which tends to be less cyclical and usually provides
higher margins.  In order to rationalize its operations and reduce
overcapacity, GT incurred net charges of $56 million in 2004 and
$292 million in 2003.  In 2004, GT realized savings of $9 million
from the 2004 program and $184 million from the 2003 program.  The
company expects to realize additional savings of $110 million
annually from the 2004 program.  However, margins continue to be
pressured by raw material and transportation costs despite several
price increases implemented by GT during 2004.

In 2004, net cash flow from operating activities increased to $837
million, including the effect of increased working capital
requirements related to higher revenue.  The pace of further
improvement is uncertain, in Fitch's view, given the still
considerable challenges facing GT such as the weak OE market, raw
material prices, and operating issues already mentioned.  While
there may be some upside potential for profitability and cash flow
from operations, quarterly segment performance indicates that
operating profit was fairly stable after a meaningful step-up in
the second quarter of 2004.  This trend suggests that future
performance may improve only modestly in the absence of markedly
stronger demand or significant improvements in GT's productivity.

Cash requirements in 2005 total approximately $1.4 billion, as
estimated by Fitch, which exceeds excess cash flow of $837 million
in 2004.  As a result, GT may need to rely on additional debt or
equity issuance to offset a potential cash flow deficit after
considering any operating gains or other sources of cash in 2005
such as asset sales.  Cash requirements include $640 million for
capital expenditures planned by GT, $240 million of incremental
pension contributions compared to 2004, and $542 million of debt
maturities.  Fitch believes other expenditures are likely to be
relatively stable, including asbestos settlements and cash
payments for the Entran II settlement.  Working capital used $213
million of cash in 2004 and could be a use of cash again in 2005
depending on revenue growth, raw material costs, and product
pricing.  Cash flow could be supplemented by the pending
divestitures of GT's North American Farm tire business for $100
million and its rubber plantation in Indonesia for $65 million.

Availability under Goodyear's various credit agreements at the end
of 2004 totaled approximately $1.1 billion, including $620 million
available domestically (U.S. and Canada) and $496 million
available overseas.  Additional liquidity was provided by cash
balances of $2 billion, split about equally between the U.S. and
foreign locations.

These ratings are based on existing public information and are
provided as a service to investors.


GREAT POINT: Fitch Puts Default Ratings on Classes B & I Notes
--------------------------------------------------------------
Great Point 1998-1 Ltd. is a collateralized bond obligation -- CBO
-- managed by Sankaty Advisors which closed Sept. 25, 1998.  On
the April 15th payment date, the class A-1 and class A-3 notes
will be paid in full.  These rating actions are effective upon the
transfer of payment:

     -- Class A-1 notes marked 'PIF' from 'AAA';
     -- Class A-3 notes marked 'PIF' from 'BBB+' Rating Watch
        Positive.

The class B notes received all interest due and $17.53 million of
principal proceeds.  This equates to a 76.2% principal recovery
based on the original note balance of $23 million.  These ratings
actions are effective immediately:

     -- Class B notes downgraded to 'DD' from 'CCC-';
     -- Class I notes downgraded to 'D' from 'C'.

The 'DD' rating indicates recoveries in the range of 50%-90% and
the 'D' ratings, represents any recovery less than 50%.  Assuming
no additional distributions to the class B or class I notes, the
ratings assigned will be withdrawn after 30 days.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


HANKINS RIVERVIEW: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hankins Riverview Realty Corporation
        194 Ridge Road
        P.O. Box 260
        Hankins, New York 12741

Bankruptcy Case No.: 05-35907

Type of Business: Real Estate

Chapter 11 Petition Date: April 14, 2005

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, New York 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Total Assets: $1,443,216

Total Debts:  $1,749,179

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gaffken & Barriger, LLC       Value of Security:        $330,000
198 Bridgeville Road          $166,000
Monticello, NY 12701

Rolling V. Bus Corporation    Value of Security:         $71,050
P.O. Box 110                  $70,250
South Fallsburg, NY 12779
Attn: Phil Vallone

Louis Adams 36                                           $53,340
Patchogue-Yaphank Road
Yaphank, NY 11980

Burgess Peters                                           $29,340
Route 52
Youngsville, NY 12791

Robert Rosch                                             $28,480
P.O. Box 625
Liberty, NY 12754

Ronald & Irmgard Parrington                              $10,600
P.O. Box 458
Hancock, NY 13783


HOLLINGER INC: Seizes Collateral for Ravelston Debt
---------------------------------------------------
Hollinger Inc. (TSX: HLG.C)(TSX:HLG.PR.B) served formal notice on
The Ravelston Corporation Limited to vacate the premises occupied
by Ravelston and related companies, including Argus Corporation
Limited, in Hollinger's head office building located at 10 Toronto
Street, Toronto, not later than May 31, 2005.

Hollinger has also taken steps to immediately seize shares held by
Ravelston in Hollinger, Argus and other Ravelston-related
companies.  These shares are part of the collateral for debt in
the amount of approximately $15 million owing by Ravelston to
Hollinger, which debt is in default.  The collateral represents
part of the direct and indirect control position held by Ravelston
in Hollinger.  This action by Hollinger is separate from its
recently announced lawsuit against Conrad Black, Ravelston and
related parties for $550 million in monetary damages and $86
million reimbursement of amounts owing by Ravelston to Hollinger
plus accrued interest and costs.

                        About Hollinger

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

                          *     *     *

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

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

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

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


JACQUELINE HATCHER: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jacqueline Lee Hatcher
        2705 North Wild Rose Street
        Wichita, Kansas 67205

Bankruptcy Case No.: 05-12036

Chapter 11 Petition Date: April 14, 2005

Court: District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: W. Thomas Gilman, Esq.
                  Redmond & Nazar, L.L.P.
                  245 North Waco, Suite 402
                  Wichita, Kansas 67202-3089
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Metropolitan Life Ins Co      Loan guarantee         $10,000,000
c/o Martin Bauer
100 North Broadway Ste 500
Wichita KS 67202-2205

Amarillo National Bank        Loan guarantee          $9,000,000
c/o Don Sunderland
PO Box 31656
Amarillo TX 79120-1656

Three W Land & Cattle         Loan guarantee          $2,000,000
Co Inc. c/o
Walter Beesley
PO Box 818
Hugoton KS 67951

Western State Bank            Commercial promissory     $740,498
PO Box 1198                   note
Garden City KS 67846

Kit Carson State Bank         Loan guarantee            $410,485
140 South First Street
PO Box 220
Cheyenne Wells CO 80810

Hubbard Feeds                 Loan guarantee            $400,000
Ridley Inc.
PO Box 8500
Mankato MN 56002-8500

Kit Carson State Bank         Loan                      $398,486
140 South First Street
PO Box 220
Cheyenne Wells CO 80810

Eastern Colorado Bank         Loan guarantee            $392,582
10 South First
PO Box 888
Cheyenne Wells CO
80810-0888

Kit Carson State Bank         Loan guarantee            $392,062
140 South First Street
Po Box 220
Cheyenne Wells CO 80810

MH Holdings                   Guarantee                 $359,685
1211 Liberty Way
Vista CA 92081-8307

Pioneer Electric              Loan guarantee            $200,000
Cooperative

American Express              Guarantor on              $140,000
Business Fin                  business debt

Wells Fargo                   Loan                      $138,879

Farm Credit Services          Loan guarantee            $130,000
of Amer

Kit Carson State Bank         Loan guarantee            $104,437

John Deere Credit             Equipment guarantee        $34,012


LAIDLAW INT'L: Repurchases 3.8 Million Shares for $84.5 Million
---------------------------------------------------------------
Douglas A. Carty, Laidlaw International, Inc.'s Senior Vice-
President and Chief Financial Officer, discloses that on
February 17, 2005, Laidlaw purchased 3.8 million shares of its
stock held in Trust with the Pension Benefit Guaranty Corporation
for $84.5 million.  The purchase price per share of $22.37 was
based on the closing price of Laidlaw's stock on the New York
Stock Exchange on the purchase date.  All proceeds for the stock
sale were contributed directly to Laidlaw's pension plans and the
3.8 million shares were immediately retired.  Laidlaw has no
commitments to buy back Company stock at this time.

The components of net periodic benefit cost for Laidlaw's pension
plans were:

                                            Three Months Ended
                                             February 28, 2005
                                            ------------------
   Components of net pension benefit cost
   Service cost                                     $2,200,000
   Interest cost                                    14,400,000
   Expected return on plan assets                  (14,100,000)
                                                   -----------
   Net pension benefit cost                         $2,500,000
                                                   ===========

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

                         *     *     *

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

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


LEMINGTON HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lemington Home for the Aged
        dba Lemington Center
        1625 Lincoln Avenue
        Pittsburgh, Pennsylvania 15206

Bankruptcy Case No.: 05-24500

Type of Business: The Debtor operates a nursing home for the
                  elderly. See http://www.lemington.org/

Chapter 11 Petition Date: April 13, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: James E. Van Horn, Esq.
                  Mark E. Freedlander, Esq.
                  McGuire Woods LLP
                  Dominion Tower, 23rd Floor
                  625 Liberty Avenue
                  Pittsburgh, PA 15222
                  Tel: (412) 667-7916
                  Fax: (412) 667-6050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Select Medical Rehab Services                      $429,499
1386 Old Freeport Road, Suite 3B
Pittsburgh, PA 15238

Highmark Blue Cross/Blue Shield                    $344,155
PO Box 360513
Pittsburgh, PA 15251-6513

Commonwealth of Pennsylvania                       $122,252
Pennsylvania Unemployment Comp Fund
PO Box 60127
Harrisburg, PA 17106-0127

Pharmerica                                         $116,558

Tucker Arensberg PC                                 $98,464

McKesson Medical Supply                             $93,036

Service Employees Intl. Union Pension               $90,000

Gordon Food Service                                 $82,000

RAN Pittsburgh, Inc.                                $81,467

Argonaut Insurance Company                          $72,902

Steel Valley Ambulance                              $60,181

World Health                                        $45,633

Prime Staffing & Services                           $45,004

Arcadia Health Care                                 $39,550

Equitable Gas Company                               $39,495

Duquesne Light Company                              $39,347

Mercy Surgical Dressing                             $35,438

Old Republic Insurance Company                      $33,504

Xerox Corporation                                   $27,303

General healthcare                                  $27,292


LODGE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lodge Associates, Ltd.
        P.O. Box 160306
        Mobile, Alabama 36616-1306

Bankruptcy Case No.: 05-12145

Chapter 11 Petition Date: April 14, 2005

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  Silver, Voit & Thompson, P.C.
                  4317-A Midmost Drive
                  Mobile, Alabama 36609-5507
                  Tel: (251) 343-0800
                  Fax: (251) 343-0862

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
The Mitchell Company, Inc.                         $751,531
P.O. Box 160306
Mobile AL 36616-1306

Airborne Security & Escort                          $13,440
537 Hwy 82 E., Suite 212
Greenville MS 38701

McNorton, Yeend & Biel, P.C.                         $7,854
41 West 1-65 Service Rd N, Ste. 190
Mobile AL 36608-1201

Andy Delancy                                         $7,615
d/b/a Delancy Painting Service

Southern Floor Covering, Inc.                        $6,817

Southeatern Partners, Inc.                           $6,202

Camsco Wholesalers, Inc.                             $4,407

Els, Inc.                                            $3,020

State of Mississippi                                 $2,938
State Tax Commission

Mississippi Home Corp.                               $2,400

The Clarion Ledger                                   $1,922

Billy R. Yates                                       $1,785
d/b/a Carpet Source

Jeffcoat Fence Co., Inc.                             $1,060

Steve's Auto Glass, Inc.                               $545


MAPCO FAMILY: Moody's Puts B2 Rating on Proposed $205M Facility
---------------------------------------------------------------
Moody's Investors Service rated the proposed $205 million secured
bank loan of MAPCO Express, Inc and MAPCO Family Centers, Inc at
B2 (collectively "MAPCO"), subject to review of final
documentation.  MAPCO operates 330 and licenses 83 convenience
stores in the Southeastern U.S.  Proceeds from the new debt will
be used to refinance existing debts and to pay a $25 million
dividend to MAPCO's immediate holding company Delek U.S. Holdings,
Inc.  Constraining the ratings are the unpredictable profitability
of gasoline and tobacco sales and the company's leveraged
financial condition.

However, the stability of demand for gasoline and tobacco and the
potential for development of higher margin merchandise categories
support the ratings.  This is the first time that Moody's has
rated MAPCO.

Ratings are assigned as:

   -- $205 million 1st-lien revolving credit facility at B2;
   -- Senior implied rating at B2; and
   -- Senior unsecured issuer rating at B3.

The rating outlook is stable.

The ratings recognize the company's sales concentration on:

   * the high-volume, low-margin categories of gasoline and
     tobacco (retail price of both products impacted by political
     influences);

   * the intense competition in gas and convenience retailing
     including with large oil companies and non-traditional
     gasoline retailers; and

   * the high financial leverage (especially when adjusted for
     lease obligations) and weak fixed charge coverage.

Moody's belief that overall demand for tobacco products will
continue falling and our opinion that future store count growth
may limit material debt reduction also constrain the ratings.

However, the ratings consider the:

   * inelasticity of demand for gasoline and tobacco regardless of
     the retail price;

   * collateral support from ownership of 188 real estate
     locations; and

   * the potential for further revenue gains from non-tobacco
     merchandise sales.

The good convenience retailing share in several Southeastern
markets where the company operates and Moody's expectation that
convenience stores will maintain tobacco unit volumes over the
medium-term as other retail channels deemphasize this category
also benefit the ratings.  The assigned ratings do not require
complete implementation of targeted operating improvements
(particularly on the front-end) at the pace projected by
management.

The stable outlook reflects Moody's expectation that the company's
financial profile will further improve as:

   (1) front-end average unit volume and operating profit grows
       from appealing new products;

   (2) gasoline volume and cents per gallon profit remain healthy;
       and

   (3) a portion of discretionary cash flow is used to improve the
       balance sheet.

Moody's also expects that other businesses owned by the holding
company will not become a distraction to senior management.

Factors that could lead Moody's to consider a negative rating
action include:

   * a reduction in the growth pace for non-tobacco merchandise;

   * an extended period of lower gasoline profitability that
     pressures operating cash flow; or

   * a substantial debt financed acquisition.

Over the longer term, ratings could move upward as financial
flexibility strengthens (such as lease adjusted leverage falling
towards 5 times both from term loan amortization and increases in
operating cash flow), front-end volume and margin continues to
improve, and the company achieves satisfactory returns on
investment with the ongoing remodel and development program.

The B2 rating on the secured bank loan (to be comprised of a
$40 million 1st-lien Revolving Credit Facility and a $165 million
1st-lien Term Loan) considers that this debt is secured by
substantially all of the company's assets.  Moody's understands
that Mapco Family Centers, Inc will be consolidated into Mapco
Express, Inc subsequent to this transaction.  Compared to many
other retailers that lease most real estate, the 188 fee-owned
store locations provides substantial tangible collateral.  Pro-
forma for using $10 million of revolving credit capacity in the
transaction and about $4 million of letters of credit, the company
is expected to have about $26 million of borrowing capacity.

Year-over-year core revenue has substantially risen over the four
years since Delek purchased the initial 198 stores and then made
several smaller acquisitions since.  The company has received a
small windfall over the previous two years as average retail
gasoline price steadily increased and cents per gallon profit
expanded.  To date, demand and profitability for the most
important front-end product of tobacco has remained stable among
convenience stores, in spite of declining overall demand, as other
retailers have pulled back from this category.

Higher wholesale prices for gas and tobacco have required
substantial incremental investment in working capital.  Pro-forma
for the transaction and treating the $11.5 million Holding Company
PIK subordinated note as debt, Moody's estimates that 2004 lease
adjusted leverage was high at 6 times and fixed charge coverage
was low at 1.5 times.  Moody's anticipates that debt protection
measures and operating statistics will modestly improve over the
next few years, but cash interest expenditures, capital
investment, and mandatory debt amortization will restrict
discretionary cash flow.

MAPCO Express, Inc and MAPCO Family Centers, Inc, with
headquarters in Franklin, Tennessee collectively operate about 330
convenience stores in Tennessee, Alabama, Virginia, and adjoining
states.  The company also licenses 83 additional stores.  The
Israeli conglomerate Delek Group ultimately owns all of the
company's equity.


MED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 Cases
-----------------------------------------------------------------
The Honorable Stan Bernstein of the U.S. Bankruptcy Court for the
Eastern District of New York formally closed the chapter 11 cases
filed by Chartwell Diversified Services, Inc., Chartwell Care
Givers, Inc., and Chartwell Community Services, Inc., on March 31,
2005.  The three companies are Reorganized Debtors for the estate
of Med Diversified, Inc.

Judge Bernstein confirmed the Debtors' Second Amended Joint Plan
of Reorganization on Sept. 10, 2004, and the Plan took effect on
Sept. 14, 2005.

Judge Bernstein's decision to close the bankruptcy cases of the
Reorganized Debtors is based on the request of Craig R. Jalbert,
the Trustee of the Creditors' Trust.  Mr. Jalbert filed his
request with the Court on March 9, 2005.

Mr. Jalbert convinced the Court that the bankruptcy cases should
be closed because:

   a) the Plan has been substantially consummated and the estates
      of the Reorganized Debtors have been fully administered,
      with the possible exception of resolution of the Avoidance
      Actions, which are pending before the Court;

   b) all or substantially all of the property proposed for
      transfer under the Plan has been transferred;

   c) Private Investment Bank Limited has acquired all of the
      equity of the Reorganized Debtors and the Reorganized
      Debtors have assumed the management of the businesses as
      required under the Plan;

   d) distributions under the Plan have commenced, including
      distributions to the holders of allowed general unsecured
      claims against the Reorganized Debtors; and

   e) all administrative expenses and priority general unsecured
      claims have been paid in full as required under the Plan,
      and all claims objections and contested matters have been
      resolved by final orders of the Court.

Judge Bernstein concludes that these facts warrant the closure of
the Reorganized Debtors' bankruptcy cases pursuant to 11 U.S.C.
Section 350(a) and Rule 3022 of the Federal Rules of Bankruptcy
Procedure.

Judge Bernstein also orders that if the Creditors' Trust still has
assets or cash with a value of no more than $3,500 after all the
distributions under the Plan have been made, Mr. Jalbert is
authorized to donate those assets to nonprofit organizations that
are exempt pursuant to Section 501(c) of the Internal Revenue
Code.

Headquartered in Handover, Massachusetts, Med Diversified, Inc., -
- http://www.meddiversified.com/-- operates companies in various
segments within health care industry, including pharmacy, home
infusion, multi- media, management, clinical respiratory services,
home medical equipment, home health services and other functions.
The Company and its affiliates filed for bankruptcy protection on
November 27, 2002  (Bankr. E.D.N.Y. Case No. 02-88564).  Toni
Marie McPhillips, Esq., at Duane Morris LLP, represents the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed total assets of $196,323,000 and total debts of
$143,005,000.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Class F & G Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of six classes of Merrill Lynch Mortgage
Loans Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-Canada 3 as:

   -- Class A-1, $38,177,573, Fixed, affirmed at Aaa;
   -- Class A-2, $131,400,000, Fixed, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class B, $7,727,000, Fixed, upgraded to Aaa from Aa2;
   -- Class C, $8,372,000, Fixed, upgraded to Aa3 from A2;
   -- Class D, $10,304,000, WAC, upgraded to Baa1 from Baa2;
   -- Class E, $2,576,000, WAC, affirmed at Baa3;
   -- Class F, $7,084,000, Fixed, affirmed at Ba2; and
   -- Class G, $5,151,000, Fixed, affirmed at B2.

As of the March 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 16.2% to
$216.0 million from $257.6 million at securitization.  The
Certificates are collateralized by 45 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% of the pool to 7.6%, with the top 10 loans
representing 44.5% of the pool.  The pool has not experienced any
losses since securitization.  One loan, representing 2.4% of the
pool, has defeased and been replaced with Canadian government
securities.

There are no loans in special servicing.  Four loans, representing
10.9% of the pool, are on the master servicer's watchlist.
Moody's loan to value ratio is 66.5%, compared to 73.4% at
securitization.  The upgrade of Classes B, C and D is due to
increased subordination levels and improved overall pool
performance.

The top three loans represent 20.0% of the pool.  The largest loan
is the Woodside Square Shopping Center Loan ($16.4 million -
7.6%), which is secured by a 291,000 square foot shopping center
located in Toronto, Ontario.  The property was 95.0% occupied as
of June 2004, compared to 99.0% at securitization.  The center is
anchored by Food Basics Supermarket (14.0% GLA; expiration July
2008) and Winners Department Store (9.0% GLA; expiration October
2007).  The property's financial performance has been impacted by
increased expenses.  The loan is on the master servicer's
watchlist due to a decline in the debt service coverage ratio.
Moody's LTV is 63.2%, essentially the same as at securitization.

The second largest loan is the Somerset House Loan ($15.2 million
- 7.1%), which is secured by a 138-unit congregate care facility
located in Victoria, British Columbia.  The property is 100.0%
occupied, the same as at securitization.  Moody's LTV is 77.3%,
compared to 79.7% at securitization.

The third largest loan is the Delta St. John's Loan ($11.4 million
- 5.3%), which is secured by a 276-room full service hotel located
in St. John's, Newfoundland.  The hotel's performance has improved
since securitization due to higher room rates.  Moody's LTV is
65.2%, compared to 73.3% at securitization.

The pool collateral consists of:

   * retail (37.1%),
   * multifamily (22.3%),
   * lodging (19.7%),
   * industrial and self storage (12.7%),
   * office (5.8%), and
   * Canadian government securities (2.4%).

The collateral properties are located in eight Canadian provinces.
The top three province concentrations are:

   * Ontario (40.8%),
   * Quebec (17.2%), and
   * Newfoundland (12.0%).

All of the loans are fixed rate.


METRIS COMPANIES: Moody's Raises Senior Unsecured Rating to B3
--------------------------------------------------------------
Moody's Investors Service today raised the ratings of Metris
Companies, Inc. (senior unsecured to B3 from Caa2) and its bank
subsidiary Direct Merchants Credit Card Bank NA (issuer to Ba3
from B1).  The rating outlook is stable.  The rating agency said
the upgrade reflects the improvements in Metris's asset quality.
These improvements have led to positive earnings at the company as
well as the release of trapped cash from its securitization
conduits, and have also bolstered ABS investor confidence, giving
the company improved access to the securitization market and
greater funding flexibility.  The ratings action concludes a
ratings review begun on January 13, 2005.

The confidence of Metris' bank regulator, the Office of the
Comptroller of the Currency has also improved, Moody's noted.
This was demonstrated by the recently announced amendment to
Direct Merchants' Operating Agreement with the OCC, which will
permit the bank to pay a $130 million special dividend to the
parent company.  The OCC also concluded its investigation into
Metris' executive compensation and reimbursement practices without
any adverse findings.  Although an investigation by the SEC and an
IRS audit remain outstanding, Moody's concluded that these matters
are not a barrier to the ratings upgrade.

The rating agency said the B3 rating for Metris' senior unsecured
notes reflects the parent company's stronger cash flows and
increased access to funding.  These factors clearly reduce the
default risk for parent company creditors.  The Ba3 issuer rating
for Direct Merchants also reflects this reduction in default risk,
as well as the still substantial protections provided to bank
creditors by the Operating Agreement.  Moody's noted that Direct
Merchants' special dividend benefits creditors of Metris more than
creditors of the bank, which explains the narrowing of the ratings
differential between Metris and Direct Merchants.  Moody's still
believes that the potential severity of loss given default for
creditors at Direct Merchants remains significantly lower than it
would be for creditors at Metris itself.

Moody's noted that while cash flow has improved, profitability at
Metris remains weaker than peers.  In addition, were Metris to
lose access to market funding its sources of alternative liquidity
are still limited.  This situation is exacerbated by the
relatively short maturity of its securitizations and on-balance
sheet funding.  Finally, Moody's believes that Metris will face
significant challenges satisfying shareholder demands for earnings
growth given its lack of diversification, its modest scale
relative to U.S. credit card industry leaders, and the limited
growth opportunities currently challenging the entire credit card
industry.  These challenges could pressure management to pursue a
riskier strategy, to the detriment of bondholders.

The rating agency said future ratings upgrades will depend upon
Metris' ability to improve its profitability to peer levels, to
generate sustainable growth without increasing its risk profile,
and to extend the maturity of its funding profile and improve its
alternative liquidity.  Ratings downgrades could occur if
profitability, underwriting standards, asset quality, or financial
flexibility were to deteriorate.

These ratings were upgraded:

Metris Companies Inc.:

   * the rating for the senior unsecured notes due July 2006 to B3
     from Caa2.

Direct Merchants Credit Card Bank, N.A.:

   * the rating of the bank for long-term deposits to Ba2 from
     Ba3;

   * the issuerrating and rating for other senior long-term
     obligations to  Ba3 from B1; and

   * the financial strength rating to D from D-.

Metris Companies Inc., headquartered in Minnetonka, Minnesota, is
the thirteenth largest general purpose credit card issuer in U.S.
and had total managed receivables of $6.6 billion as of
December 31, 2004.


MIRANT CORP: Arkansas Electric to Buy Wrightsville Unit for $85M
----------------------------------------------------------------
Mirant Corporation, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., are parties to a joint
development venture with Kinder Morgan Power Company.  The
parties agreed to construct and operate a nominal 548 megawatt
gas-fired combined cycle power generating facility located in
Wrightsville, Arkansas.  The development, construction and
operation of the Facility were organized through Wrightsville
Power Facility, LLC, while funding for the Facility was organized
through Wrightsville Development Funding LLC.

Wrightsville Management and Wrightsville Investment own a 51%
interest in both WPF and WDF, while Kinder owns a 49% interest in
each entity.  Mirant Americas, Inc. owns 100% of the common stock
of each of Wrightsville Management and Wrightsville Investment.

             Debtors' Decision to Dispose of Facility

In 2004, the Debtors mothballed the Wrightsville Facility pending
recovery of regional power prices.  The Debtors project that they
will not operate the Facility profitably until perhaps 2010.
Further, the Debtors forecast that it will cost between
approximately $2.2 million and $2.5 million per year to maintain
the Facility and its related equipment in laid-up status.

The Debtors explored their options with regard to the
Wrightsville Facility.  The Debtors determined that they would
not realize economic benefits of size, scope or scale because
they (i) were not dedicating resources to support trading in the
market where the Facility and related assets are located, (ii)
did not own additional assets in such market, and (iii) did not
desire expanding in the market.

Although the current depressed energy market in the Southeast and
throughout the United States would likely recover over the next
five years, the Debtors also realized that, based on current and
projected market conditions, the incremental cost to own,
maintain and operate the Facility exceeded the risk adjusted
present value of the cash flows that would be generated by the
Facility, as well as the expected market resale value of the
Facility and related assets that might be derived from otherwise
delaying the sale of the assets until the time as the energy
market improves.

                    Debtors' Marketing Efforts

There is a limited potential pool of purchasers in Arkansas for
the Wrightsville Assets.  Thus, an entity that is not a load
serving entity would be faced with the same economic issues
currently faced by the Debtors in competing with an existing
incumbent utility company in the current relatively depressed
energy market.  In Arkansas, Entergy Arkansas, Inc. and its
affiliates primarily serve the urban areas.

Accordingly, the Debtors determined that a sale of the
Wrightsville Assets to a load serving entity located in Arkansas,
as opposed to an independent power provider, would likely yield
the highest price for the Assets.

The Debtors and Kinder contacted several financial and load
serving entities they believed would be interested in acquiring
the Assets.  The parties were able to identify three entities
whose level of interest in acquiring the Assets merited further
discussions.  The Debtors also discussed a potential sale of
their interests in the Assets to Kinder.  However, after numerous
discussions with and extensive due diligence conducted by certain
of the interested entities, the Debtors, in consultation with
their advisors, concluded that the offer by Arkansas Electric
Cooperative Corporation represented a commercially reasonable
offer for the Assets.

                    $85,000,000 Deal with AECC

In October 2004, the Mirant Investment Committee, a committee
comprised of the Company's senior management, granted the Debtors
permission to enter into a letter of intent with AECC to
negotiate a definitive agreement on an exclusive basis.  On
October 15, 2004, the parties executed the LOI.  After extensive
negotiations, the parties entered into an Asset Purchase and Sale
Agreement, with a purchase price of $85,000,000 for the Assets.
AECC will assume certain liabilities arising out of the ownership
or operation of the Facility, excluding real and personal
property taxes for any period prior to January 1, 2006.  The Sale
Agreement supersedes and replaces the LOI in its entirety.

By this motion, the Debtors seek the Court's permission to
consummate the sale with AECC, free and clear of liens and claims
and subject to higher or otherwise better offers.

The property to be sold consists of all of the assets comprising,
among other things, (i) the Facility, (ii) the real property on
which the Facility and the Entergy substation are located, and
(iii) various other assets to be assumed or assigned including,
certain contracts, permits and easements.

Certain transmission credits associated with the Facility are not
included.

The Sale Agreement is subject to approval by the Federal Energy
Regulatory Commission, the United States of America acting
through the Rural Utilities Service, and the Arkansas Public
Service Commission.

AECC may terminate the Sale Agreement if the Closing will not
have occurred by November 21, 2005.

A full-text copy of the Sale Agreement and related exhibits are
available at no charge at:

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

                         Thomases Object

Spouses Harold W. Thomas and Betty Ruth Thomas are parties to an
Agreement to Grant Multi-Use Pipeline Easements with Wrightsville
Power Facility, LLC, dated August 8, 2000.  Harold and Betty
Thomas also executed a Right of Way Easement.

Randy Thomas and WPF are parties to an Agreement to Grant Multi-
Use Pipeline Easements, dated August 8, 2000.  Randy Thomas also
executed a Right of Way Easement.

The Thomases contend that the sale violates the provisions of
Section 365(b)(1) of the Bankruptcy Code.  The sale contemplates
the assignment by WPF of the Agreements and Easements and the
assumption by Arkansas Electric Cooperative Corporation of the
obligations imposed by the Agreements and Easements that mature
after the effective date of approval of the sale.  The Thomases
note that neither the Debtors' request nor the Sale Agreement
addresses the payments or responsibility for payments of the
amounts the Debtors owed pursuant to the Agreements to Grant.

The Thomases complain that WPF has failed to make the final
payments under the Agreements to Grant, which became due on
August 8, 2004.  Harold and Betty Thomas say they are owed
$63,600.  Randy Thomas is owed $59,866.

The Thomases inform the Court that pursuant to the Agreements to
Grant, in the event that the Grantee fails to pay all amounts
required by their terms, "the easements shall terminate and be of
no further effect."  The Thomases note that this language was
specifically added by their attorney and the attorney for WPF to
address a non-payment situation arising out of a bankruptcy
proceeding.  The Thomases point out that under Section 365(b)(1),
an executory contract cannot be assumed if there has been a
default, unless it has been cured or adequate assurance of prompt
cure is provided.

The Thomases tell Judge Lynn that the Agreements to Grant have
been scheduled by the Debtors as executory contracts.

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


MIRANT CORP: Court Subordinates Underwriters' Litigation Claims
---------------------------------------------------------------
Goldman, Sachs & Co., and Morgan Stanley & Co., acted as
underwriters to the initial public offering of Mirant
Corporation's common stock.  The Underwriters are defendants in
In re Mirant Corporation Securities Litigation pending in the
United States District Court for the Southern District of
Georgia, Atlanta Division.

In the Securities Litigation, the plaintiffs sought class
certification on behalf of purchasers of stock through or related
to the IPO, and assert that the Underwriters have violated
various securities laws, including the Securities Act of 1933 and
1934.  The Underwriters asserted claims for indemnity and
contribution to the securities litigation.  Consequently, Goldman
Sachs and Morgan Stanley jointly filed Claim No. 6265.

Goldman Sachs and Morgan Stanley also filed Claim No. 6266, a
duplicate of Claim No. 6265, on behalf of all underwriters,
including:

   * Banc of America Securities, LLC;
   * Credit Suisse First Boston, LLC;
   * J.P. Morgan Securities, Inc.;
   * Lehman Brothers, Inc.;
   * Citigroup Global Marketing, Inc.; and
   * ABN AMRO Incorporated.

The Debtors ask the for a summary judgment on the Underwriters'
Claims based on four grounds:

   (1) The Underwriters' claims are subject to disallowance
       pursuant to Section 502(e) of the Bankruptcy Code as
       contingent claims for reimbursement or indemnity which
       have not been fixed by payment;

   (2) To the extent that any claims are allowable by the
       Underwriters, the claims are subject to subordination
       pursuant to Section 510(b);

   (3) The indemnity provisions found in the Underwriting
       Agreement are unenforceable as against public policy.
       Consequently, any claim based on the indemnity provisions
       must be disallowed; and

   (4) Any claim for contribution, either pursuant to the
       securities laws or common law, is also subject to
       disallowance pursuant to Section 502(e) as a contingent
       claim for contribution which has not been fixed by
       payment.

J. Robert Forshey, Esq., at Forshey & Prostok LLP, in Forth
Worth, Texas, explains that the only portion of the Underwriters'
claim that was fixed by payment is approximately $450,000 in
defense costs relating to the Securities Litigation, which the
Underwriters contend have been paid "out-of-pocket."  Although
the Underwriters' claim for reimbursement of costs should be
disallowed on other grounds, as a threshold issue, Section 502(e)
mandates the disallowance of the Underwriters' claims for
indemnity and contribution to the extent that the claims have not
been fixed by payment.

In connection with the Underwriters' assertion of their right to
contribution against Mirant Corp. as a joint securities
tortfeasor, Mr. Forshey points out that to the extent that any
right to contribution may exist, it does not constitute an
allowable claim pursuant to Section 502(e).

                          *     *     *

Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas rules that the Underwriters' Claims, to the extent they
may be allowed, are subordinated pursuant to Section 510(b)
of the Bankruptcy Code, including any claim that the Underwriters
may assert as part of the Underwriters' Claims for reimbursement
of, or indemnity against, any litigation expense.

The Order is without prejudice to:

    -- the Debtors' rights to pursue complete disallowance of the
       Underwriters' Claims on any grounds; or

    -- the Underwriters' right to seek the full allowance of
       their Claims, although on a subordinated basis pursuant to
       Section 510(b).

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: Pays $57.5 Million to Pepco Pursuant to Court Order
----------------------------------------------------------------
Pepco, a subsidiary of Pepco Holdings, Inc. (NYSE: POM), received
$57.5 million from Mirant Corp. in response to a federal court
order requiring Mirant to comply with a contract signed with Pepco
in 2000.

Last month, U.S. District Court Judge John McBryde in Ft. Worth,
Texas, ordered Mirant to resume contractual payments to Pepco that
Mirant unilaterally halted in December 2004.  Mirant was ordered
to pay all past due amounts owed Pepco and to resume future
payments under provisions of an asset purchase and sale agreement
(APSA) that Mirant signed in 2000 to buy Pepco's generating
plants.  Mirant sought a stay of Judge McBryde's order, as well as
other relief from the 5th U.S. Circuit Court of Appeals.  The
Appeals Court initially issued a stay, but in a brief opinion
Monday lifted the stay and denied Mirant the other relief
requested.

Since declaring bankruptcy in 2003, Mirant has attempted to avoid,
and Pepco has sought to enforce the contract's provisions that
involve power purchases from Pepco.

                           About Pepco

Pepco Holdings, Inc., is a diversified energy company with
headquarters in Washington, D.C.  Its principal operations consist
of PHI Power Delivery, which delivers 50,000 gigawatt-hours of
power to more than 1.7 million customers in Washington, D.C.,
Delaware, Maryland, New Jersey and Virginia.  PHI engages in
regulated utility operations by delivering electricity and natural
gas, and provides competitive energy and energy products and
services to residential and commercial customers.

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.


MORGAN STANLEY: Fitch Rates $24.4 Million Mortgage Certs. at BB+
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1998-WF1:

    -- $69.6 million class C to 'AAA' from 'AA-';
    -- $69.6 million class D to 'A' from 'A-'.

In addition, Fitch affirms these classes:

    -- $577.2 million class A-2 'AAA';
    -- Interest only class X-1 'AAA';
    -- $69.6 million class B 'AAA';
    -- $31.3 million class E 'BBB';
    -- $24.4 million class F 'BB+'.

Fitch does not rate these classes:

    -- $38.3 million class G;
    -- $10.4 million class H;
    -- $27.8 million class J;
    -- $10.4 million class K and
    -- $19.4 million class L.

Class A-1 and Interest only class X-2 have been paid in full.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization since issuance.  As of the March
2005 distribution date, the pool's aggregate collateral balance
has been reduced approximately 31.9%, to $948.2 million from
$1.392 billion at issuance.

Two of the top 10 loans in the pool are secured by underperforming
hotel properties.  The largest loan in the pool is the Scottsdale
Plaza Resort (5.59%).  The property's performance continues to be
weak as a result of increased competition and a decline in
occupancy.  The borrower is attempting to raise occupancy by
increasing marketing expenses.  The Holiday Inn Boston Logan
Airport (2.64%) is the other hotel property that is performing
poorly. Both of the loans are current and with the master
servicer.

Five loans (2.31%) are currently in special servicing.  The
largest asset (0.8%) is a real estate owned multifamily property
located in Webster, Texas, which was transferred to the special
servicer in December of 2003 due to a monetary default.  The
special servicer is evaluating potential offers for the property.


MORGAN STANLEY: S&P Removes Ratings from CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 10
classes of Morgan Stanley Capital I Trust Series 2003-TOP11's
commercial mortgage pass-through certificates and removed them
from CreditWatch negative, where they were placed Dec. 20, 2004.

The affirmations follow the receipt of valuation information
concerning the Troy Technology Park portfolio provided by the
special servicer, ARCap Servicing Inc.

The December 2004 CreditWatch placement was due to significant
concerns with the Troy Technology Park portfolio, which represents
the fourth-largest exposure ($25.5 million) in the pool.  The
CreditWatch placement also reflected concerns with the Alabama and
Arizona Warehouse/Distribution Centers loan, which represents the
third-largest exposure ($27.3 million) and is secured by two
single-tenant distribution facilities whose tenant, KB Toys Inc.
(KB), is in bankruptcy.

ARCap recently obtained an appraisal for the Troy Technology Park
portfolio that suggests a loss severity consistent with Standard &
Poor's lowest valuation, made in December 2004.  ARCap also
received value estimates for the collateral from three national
real estate companies, which indicate a loss severity less harsh
than the one suggested by the appraisal.

The value estimates are also comparable to the valuation used by
Standard & Poor's for its rating revisions made Dec. 20, 2004.
The three loans that comprise the portfolio are in foreclosure,
with one loan ($14.2 million) due for its Jan. 1, 2005 mortgage
payment and the remaining two loans ($11.3 million) due for their
Feb. 1, 2005 mortgage payments.

The collateral properties' economic occupancy is 44%, while
physical occupancy is 34%.  The borrower is remitting all net cash
flow to ARCap.

The Alabama and Arizona Warehouse/Distribution Centers loan was
transferred to ARCap due to KB's right to reject the leases in
bankruptcy.  While KB was scheduled to announce any further store
closings by Jan. 31, 2005, it extended its bankruptcy exclusivity
period to May 15, 2005 with notice of any rejected leases due 15
days thereafter.  Per ARCap, the collateral properties are in very
good condition and a hard lock box is in place for the loan.
Additional collateral is also available in the form of a $3.9
million letter of credit.  No losses are expected at this time.

     Ratings Affirmed And Removed From Creditwatch Negative

             Morgan Stanley Capital I Trust 2003-TOP11
     Commercial mortgage pass-through certs series 2003-TOP11

                 Rating
                 ------
      Class   To         From          Credit Enhancement(%)
      -----   --         ----          ---------------------
      C       A          A/Watch Neg                    6.78
      D       A-         A-/Watch Neg                   5.63
      E       BBB+       BBB+/Watch Neg                 4.35
      F       BBB        BBB/Watch Neg                  3.71
      G       BBB-       BBB-/Watch Neg                 3.07
      H       BB-        BB-/Watch Neg                  2.05
      J       B+         B+/Watch Neg                   1.79
      K       B          B/Watch Neg                    1.53
      L       B-         B-/Watch Neg                   1.28
      M       CCC+       CCC+/Watch Neg                 1.02


OWENS CORNING: Court Refuses to Reconsider $7 Billion Estimate
--------------------------------------------------------------
As previously reported, the Honorable John P. Fullam, Sr., the
U.S. District Court judge overseeing parts of Owens Corning's
chapter 11 proceeding, estimated Owens Corning's asbestos
liability at $7 billion -- an amount that "lies somewhere between
Dr. Thomas Vasquez's high estimate [of $6.8 billion] and Dr.
Francine Rabinovitz's low estimate [of $8.15 billion]."  Looking
at Owens Corning's asbestos litigation history, Judge Fullam
notes, it is not safe to assume that the litigation historical
results can properly be extrapolated into the future.  "As the
Banks have convincingly demonstrated, some of the past results
have been skewed by factors which can and should be avoided in the
future.  The question to be resolved is the extent to which
adjustments should be made to historical values to account for
these probable changes."  Judge Fullam identified seven factors,
which are unlikely to be replicated:

   (1) Venue-shopping;
   (2) Mass-screenings;
   (3) Erroneous X-ray Interpretations by Suspect B-readers;
   (4) Over-payment to "Unimpaired" Claimants;
   (5) Group Lawsuits;
   (6) Global Settlements; and
   (7) Punitive Damages.

Credit Suisse First Boston, as agent for Owens Corning's
prepetition institutional lenders, does not seek to challenge the
District Court's legal conclusions, methodology or resolution of
any dispute as to the facts.  Rather, CSFB seeks to align Judge
Fullam's estimate with the District Court's legal rulings and the
undisputed evidence to the estimate in light of those rulings.

The Banks' Agent asks Judge Fullam to reconsider his
March 31, 2005, Order estimating Owens Corning's asbestos
liabilities at $7 billion based on two grounds:

    (1) Although the District Court ruled that punitive damages
        should be excluded from the estimate, the two estimates
        the District Court used as goal posts both include
        punitive damages; and

    (2) Both of the estimates the District Court used in reaching
        its estimate fail to make any judgment for over-payment to
        unimpaired non-malignant claimants, despite the District
        Court's ruling that this was one of the factors that is
        unlikely to be replicated and skewed the Debtors'
        settlement history.

King Street Capital Management, L.L.C., D.E. Shaw Laminar
Portfolios, L.L.C., Harbert Distressed Investment Master Fund,
Ltd., Canyon Capital Advisors, L.L.C., and Lehman Brothers, Inc.,
join in CSFB's request.

CSFB believes that there is a clear disconnect between the
District Court's legal analysis and rulings, and its use of the
high Vasquez and low Rabinovitz opinions as the goal posts that
supposedly "accorded appropriate weight to the various factors"
which are unlikely to the replicated in the future.

Reconsideration is warranted to correct the District Court's
apparent misapprehension that the estimates it relied on
contained adjustments for punitive damages, historical
overpayment to unimpaired claimants, and other factors that the
District Court concluded should be taken into consideration,
Rebecca S. Butcher, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, asserts.  The adjustment will bring the
District Court's estimate into alignment with its legal analysis
and rulings, Ms. Butcher says.

Ms. Butcher argues that the District Court's conclusion that Dr.
Rabinovitz accounted for the effect of the seven factors is a
clear factual error that placed Judge Fullam's estimate in
conflict with its legal analysis and findings.  The error
materially impacted the District Court's opinion concerning the
reliability of Dr. Rabinovitz's opinion, Ms. Butcher contends.

                  Reduce Estimate to $4.8 Billion

CSFB, therefore, asks Judge Fullam to reconsider his decision and
not rely in Dr. Rabinovitz's estimate as one of the goal posts in
reaching his estimation of Owens Corning's asbestos liabilities.
Instead, the District Court should adopt the estimate of Dr.
Vasquez, properly adjusted to remove the impact of punitive
damages.  CSFB urges the Court to rely on Dr. Vasquez's Method I,
which differentiates between unimpaired and impaired nonmalignant
claimants, and reduce the estimate by a further $1.03 billion, to
a range of $4.8 to $5.1 billion.  CSFB believes that an estimate
within that range is a conservative estimate in light of the fact
that the Banks have not sought any adjustment based on the other
factors identified by the District Court, or for application of
the proper discount rate.

                    Judge Fullam Won't Reconsider

Judge Fullam says he does not regard any of the experts' opinions
as having mathematical accuracy, and believes it as a mistake to
make detailed mathematical adjustments.  "I do not adopt the
Banks' seeming assumption that to acknowledge that past
litigation results were skewed to some extent by litigation
irregularities (forum-selection, mass screenings, runaway juries,
etc.) is equivalent to a guarantee that, from now on, no such
factors will be present."  The District Court does not have the
authority to change state law, Judge Fullam points out.  All
cases, which can survive summary disposition under state law,
have some potential value, Judge Fullam adds.

Judge Fullam recognizes that Dr. Rabinovitz did not reduce her
estimate by excluding punitive damages.  "I did not mean to
suggest that the only reason for not accepting her estimate at
face value was her failure to account for the aging of the
claimant-population."  The District Court clarifies that it did
not make mathematical adjustments to any of the estimates and did
not accept every detail of the experts' testimony.

According to Judge Fullam, he merely attempted to arrive at an
estimate, which appropriately reflected the difference between
what has already occurred, and what is likely to happen in the
future.  Judge Fullam predicted that:

    -- there will be some reduction in the value of claims
       because of eliminating punitive damages;

    -- there will be some reduction in the pace at which future
       claims are filed, because of perceptions that full payment
       is unlikely;

    -- progress has been made in eliminating questionable X-ray
       readings, and that trend will continue; and

    -- some of the pending and future claims will prove to lack
       merit, but not nearly to the extent assumed by the Banks'
       argument.

Thus, Judge Fullam adheres to his $7 billion estimate and denies
CSFB's motion for reconsideration.

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


PARMALAT USA: Farmland Dairies Emerges From Chapter 11 Protection
-----------------------------------------------------------------
Farmland Dairies LLC emerged from bankruptcy protection as a
Reorganized Company.

The newly emerged Farmland Dairies LLC will be led by Martin J.
Margherio, the Company's president, who will assume the position
of President and CEO.  "I am very pleased to announce the end of
the bankruptcy proceedings and our renewed commitment to growing
the 'new' Farmland Dairies," said Martin J. Margherio, Farmland's
President and CEO.

Mr. Margherio believes that Farmland is well positioned to grow
profitably in the future, "Farmland has made significant efforts
to become more competitive over the past year while in bankruptcy.
Our plan is to continue to emphasize efficiencies in our
operations, while growing business through our high quality
products, including the Farmland, Skim Plus(R), Parmalat Aseptic
and 'Lil Milk' brands."

Farmland has reorganized around its fresh milk and dairy products
business in the Northeast and its national aseptic milk products
business, based in Grand Rapids, Mich.  It is a leading processor
in these markets.  Additionally, its Wallington, N.J., location is
the largest HACCP certified fluid milk plant in the U.S.

"The bankruptcy process, although not a pleasant experience,
allowed us time to dig into the very core of our business and
assess all of the functions and manner in which we operated; and
as a result, we have emerged a much stronger and more focused
company," Mr. Margherio continued.

Farmland has emerged with exit financing totaling $101 million
consisting of a $56 million loan from LaSalle Business Credit, and
a $45 million term loan from GE Commercial Finance.  The equity of
the emerged Farmland will be majority owned by the Company's pre-
petition leasing syndicate which is led by GE Commercial Finance,
Public Finance.

"With General Electric and LaSalle as our partners, Farmland is
emerging with a healthy balance sheet and a focus on growth and
prosperity.  We can now look forward with a goal towards becoming
the premier dairy in the Northeast, servicing our customers and
introducing new products such as our new SKIM PLUS(R) Lactose Free
milk.  I am thankful for the resilience, determination, and
loyalty of our employees, customers, dairy farmers, and vendors,
who weathered this storm with us during these difficult 14 months.
This is a testament to our service and strong brands," added Mr.
Margherio.  "Additionally, we would like to thank the teams from
Alix Partners and Weil Gotshal & Manges for all of their hard work
in making this a successful reorganization."

As previously reported, the plan calls for the satisfaction of the
company's prepetition liabilities through the distributions of
cash, notes, stock and rights to pursue certain causes of action.
Specifically, Farmland's unsecured creditors will receive cash, a
note, and preferential rights of recovery from causes of action
pursued by a litigation trust.

                       What GE Capital Gets

Parmalat USA's plan will transfer to GE Capital 70% of the new
common stock in Farmland, 100% of a new preferred stock issue,
about $11.6 million in litigation proceeds and up to $2 million in
additional payments to satisfy the $39 million financing GE
extended to Parmalat.

                   Unsecured Creditors Recovery

Parmalat USA's Unsecured Creditors will receive 62 cents on the
dollar for their claims totaling $27 million.  Farmland's
unsecured creditors are expected to recover 29 cents on the
dollar.  Farmland's unsecured creditors receive a $2.8 million
cash payment, a $7 million note and approximately $6.5 million
from the litigation trust.

Farmland has obtained $55 million of exit financing from Wachovia
Corp. and $45 million from GE to fund its operations upon
emergence from bankruptcy.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more
than EUR7 billion in annual revenue.  The Parmalat Group's 40-
some brand product line includes milk, yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The Bankruptcy Court confirmed
the U.S. Debtors' Plan of Reorganization on March 7, 2005.


PERKINELMER INC.: Good Performance Prompts S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wellesley, Massachusetts-based PerkinElmer Inc. to positive from
stable.  The corporate credit and senior secured bank loan ratings
were affirmed at 'BB+', and the subordinated debt rating at 'BB-',
respectively.  The outlook revision is in response to improved
operating profitability and reduced financial leverage.

"The ratings on PerkinElmer reflect the company's historically
somewhat volatile profitability, and financial leverage track
record," said Standard & Poor's credit analyst Joshua Davis.
"This in part is offset by strengthened profitability, underpinned
by a better market environment combined with an improved cost
structure, and significant reductions in financial leverage over
the past eight quarters," he continued.  PerkinElmer's business
profile is supported by a solid position in key life sciences
markets, including certain recurring revenue sources.

Operating performance has improved over the past year.  Overall
revenue growth of 10% in 2004, to $1.7 billion, was in part aided
by favorable currency translation as well as significant cyclical
recovery in the Fluid Sciences business, which grew by 36% year
over year in 2004.

In 2004, adjusted EBITDA margins improved to 15.0% from 13.8% in
2003, aided by improvements in all three operating segments.  This
operating performance contrasts with 2002, when profitability
negatively was affected by weak market conditions and an expanded
cost structure, the result of a series of acquisitions made from
1999 to 2001.


PILLOWTEX CORP: Velvet Demo Asks Court to Protect Easement Rights
-----------------------------------------------------------------
Joseph M. Barry, Esq., at Young, Conaway Stargatt & Taylor, LLP,
reminds the U.S. Bankruptcy Court for the District of Delaware
that in October 2003, it approved Velvet Demo's request to protect
its contractual right to the Fiber Optic Easement.  In December
2004, the Court held that the sale of the Kannapolis Property to
Castle & Cooke Kannapolis LLC would not be approved unless Velvet
Demo's easement rights were guarded.

Velvet Demo does not object to the sale provided its easement
rights are reserved and protected by separate order of the Court.
This resolution, Mr. Barry says, would benefit all parties and
would not prejudice the buyer, since Castle & Cooke has
contractually agreed to buy the Kannapolis Property subject to
Velvet Demo's right to the Fiber Optic Easement.

If the Debtors do not consent to protection of Velvet Demo's
rights through a separate order, Mr. Barry asserts that Pillowtex
Corporation and the Official Committee of Unsecured Creditors'
request for approval to negotiate an easement must be denied.
The Debtors are attempting for the second time to deprive Velvet
Demo of its rights under the First Amendment, this time
purportedly under Section 363(f)(4) of the Bankruptcy Code, Mr.
Barry says.

According to Mr. Barry, the dispute between the parties involves
a straightforward question of contract interpretation.  Mr. Barry
contends that the Court must determine what rights Velvet Demo
acquired to "the fiber-optic, data and communications ring
surrounding [the Property]" as that phrase is used in the First
Amendment.  Since this issue governs the determination of both
the request for easement and the complaint filed by the Debtors
against Velvet Demo & GGST LLC, Mr. Barry says, the two are
inextricably linked and the Court should decide the issue
simultaneously with regard to both.

The language of the First Amendment, the negotiations and
representations by the Debtors in entering into the First
Amendment, and the existence of the Fiber Optic Ring on the
Kannapolis Property clearly demonstrate that the First Amendment
refers to an easement over the Fiber Optic Ring.

Mr. Barry contends that the Court should follow its prior
rulings, uphold the protection given to Velvet Demo in the First
Amendment Order pursuant to Section 363(m) of the Bankruptcy
Code, and refuse to allow Velvet Demo's contractually bargained
for rights to be stripped away.

In the alternative, to the extent the Court holds that Velvet
Demo is not entitled to an easement over the Fiber Optic Ring,
Velvet Demo asks the Court to rescind the First Amendment and
Assumption Agreement, and return the parties to the position they
occupied prior to entering into the First Amendment and
Assumption Agreement.  This includes, without limitation,
returning the designation rights to the Plant I Complex as
provided under the asset purchase agreement with GGST, Mr. Barry
says.

                GGST Supports Velvet Demo's Objection

GGST agrees with Velvet Demo's arguments.  To the extent that the
Debtors and Velvet Demo cannot reach agreement themselves, GGST
asks the Court to decide, in accordance with the terms of the
Amendment, the precise contours of the Easement as soon as
possible.

              Castle & Cooke Supports Easement Request

As previously reported, Castle & Cooke Kannapolis LLC entered
into an agreement, dated as of December 15, 2004, for the
purchase the Kannapolis Property.  Castle & Cooke may terminate
the agreement if the Debtors fail to obtain the Court's approval
of the sale by April 30, 2005.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, believes that the Debtors' papers amply
show that an agreement to negotiate an easement to a fiber optic
ring "surrounding" the Kannapolis Property cannot be reconstrued
as an easement to fiber optic cable running throughout the
Kannapolis Property.  However, from Velvet Demo's objection, it
is clear that a real and bona fide dispute exists over the scope
of the Debtors' obligations to negotiate easement, Mr. Collins
observes.

It seems likely, Mr. Collins says, that resolution of the dispute
through the adversary proceeding commenced by the Debtors will
require extensive discovery and investigation into the intent of
the parties.  Mr. Collins notes that further delay in resolution
of the dispute, or acceptance of Velvet Demo's position, would
severely damage development of the Kannapolis Property.

Mr. Collins argues that Velvet Demo incorrectly asserts that
Castle & Cooke is obligated to purchase the Kannapolis Property,
notwithstanding the current dispute.  Mr. Collins points out that
Velvet Demo's suggestion that the Court record an order placing
the Debtors' obligation to negotiate an easement with Velvet Demo
into the public record, is inappropriate because:

    (1) Castle & Cooke's agreement is to proceed notwithstanding
        an unrecorded obligation to grant an easement;

    (2) Castle & Cooke entered into the agreement with the
        expectation that the exact scope of any easement would be
        resolved before closing.  Indeed, as Velvet Demo's counsel
        noted at the time, it would be absurd for the closing to
        occur before the easement is negotiated, as the Debtors
        would no longer have an interest in the Kannapolis
        Property but would have the obligation to negotiate the
        easement; and

    (3) Even if Castle & Cooke was compelled to close, the Debtors
        would continue to suffer from the interference with
        development posed by Velvet Demo's position, as they
        continue to hold a one-third interest in development.

According to Mr. Collins, Velvet Demo's proposal to "protect its
rights" not only goes far beyond any plausible definition of a
fiber optic ring "surrounding" the Kannapolis Property, it goes
far beyond any plausible definition of an "easement" suitable to
Velvet Demo and reasonably acceptable to the Debtors.  Even if
Velvet Demo was entitled to an easement to every inch of cable on
the Kannapolis Property, Mr. Collins says, nothing in the
Debtors' agreements would forbid alteration or guarantee
unfettered access.

Castle & Cooke, therefore, asks the Court to:

    (a) approve the Debtors and the Committee's request to
        negotiate an easement with Velvet Demo;

    (b) permit the sale free of whatever obligation that the
        Debtors may be determined to have through the pending
        adversary proceeding; and

    (c) permit development of the Kannapolis Property -- which is
        vital to the economic well-being of Kannapolis -- to
        proceed.

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)


PONDERSOSA PINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pondersosa Pine Energy Partners, Ltd.
        67 Park Place East
        Morristown, New Jersey 07960

Bankruptcy Case No.: 05-21444

Type of Business: The Debtor is a utility company that supplies
                  electricity and steam.

Chapter 11 Petition Date: April 8, 2005

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Sharon L. Levine, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Brazos Electric Power Cooperative, Inc.    $30,000,000
c/o David Gamble & Sawmie A. McEntire
Beirne Maynard Parsous, LLP
1300 Post Oak Boulevard, Suite 2600
Houston, TX 77056

City of Cleburne                            $2,000,000
c/o Scott Porter
P.O. Box 75
Cleburne, TX 76033

Paul Hastings Janofsky & Walker, LLP        $1,700,000
75 East 55th Street
New York, NY 10022

Nixon Peabody                                 $195,757
437 Madison Avenue
New York, NY 10022

GE Betz, Inc.                                  $17,767
P.O. Box 846046
Dallas, TX 75284

Skyhawk Chemicals, Inc.                        $10,361
701 North Post Oak Road
Houston, TX 77024

Boston Pacific Company, Inc.                    $1,362
1100 New York Avenue Northwest
Washington, DC 20005

ATMOS Pipeline Texas                           Unknown
500 North Akard Street, LP 10-082
Dallas, TX 75201

Apache                                         Unknown
2000 Post Oak Boulevard
Houston, TX 77056

Energy Transfer Marketing Ltd.                 Unknown
2838 Woodside Street
Dallas, TX 75204

John L. Wortham & Sons, LLP                    Unknown
2727 Allen Parkway
Houston, TX 77251

Kerseyboll Industrial, Inc.                    Unknown
4224 West 7th Street, Suite 1
Eugene, OR 97401

Kimbalt Resources, Inc.                        Unknown
10370 Richmond Avenue
Houston, TX 77042

North American Energy Services                 Unknown
P.O. Box 94274
Seattle, WA 98124

RK Harris                                      Unknown
52 Leadenhall Street
London

Shannon Gracey Ratliff & Miller, LLP           Unknown
3700 Carter Burgess Plaza
777 Main Street
Forth Worth, TX 76102

Shermco Industries, Inc.                       Unknown
P.O. Box 5490545
New York, NY 10004

Siemens Westinghouse Power Corporation         Unknown
Palatine, IL 60055

Vinson Process Controls                        Unknown
P.O. Box 671389
Dallas, TX 75267

Williams Energy Marketing & Trading Company    Unknown
P.O. Box 848
Tulsa, OK 74101


PORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $53.4 Mil.
------------------------------------------------------------------
Portola Packaging, Inc., reported results for its second quarter
of fiscal year 2005, ended February 28, 2005.  Sales were
$63.1 million compared to $54.2 million for the same quarter of
the prior year.  For the first six months of fiscal 2005, sales
were $125.9 million compared to $114.0 million for the first six
months of fiscal 2004, an increase of 10.4%.  Portola reported an
operating loss of $0.5 million for the second quarter of fiscal
year 2005, compared to an operating loss of $4.6 million for the
second quarter of fiscal year 2004.  For the first six months of
fiscal 2005, the Company had operating income of $1.0 million
compared to an operating loss of $2.6 million for the first six
months of fiscal year 2004.  Portola reported a net loss of $5.2
million for the second quarter of fiscal year 2005 compared to a
net loss of $10.8 million for the same period of fiscal year 2004,
and a net loss of $6.9 million for the first six months of fiscal
2005 compared to a net loss of $11.8 million for the same period
in fiscal 2004.

The improvement of $5.6 million in the net loss for the second
quarter of fiscal year 2005 as compared to the same period in
fiscal year 2004 is primarily attributed to increased sales volume
in Canada and Portola Tech International, reduced spending levels,
a decrease in headcount and a decrease of $1.3 million in
restructuring costs.  These improvements were partially offset by
higher legal expenses and lower foreign currency gains.  In
addition, in the second quarter of fiscal 2004, one time plant
consolidation and relocation expenses of $1.0 million and a $1.9
million loss on the redemption of warrants were reported.

                 About Portola Tech International

Portola Tech International -- http://www.techindustries.com/-- is
a leading manufacturer and marketer of plastic packaging
components to the cosmetic, fragrance and toiletries industry.
PTI's capabilities include injection and compression molding,
thermal and ultraviolet metallizing, ultraviolet one coat spray
technologies, silk screening, hot stamping, lining and multiple
component assembly.  In addition to offering the largest stock
line of closures in the industry, with over 450 styles and sizes,
PTI has a complementary line of heavy wall PETG and polypropylene
jars.

                  About Portola Packaging, Inc.

Portola Packaging -- http://www.portpack.com/-- is a leading
designer, manufacturer and marketer of tamper evident plastic
closures used in dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products.  The Company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles.  In addition, the Company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines.  The Company is
also engaged in the manufacture and sale of tooling and molds used
in the blow molding industry.

At Feb. 28, 2005, Portola Packaging's balance sheet showed a
$53.4 million of stockholders' deficit, compared to a $46.9
million deficit at Aug. 31, 2004.


RELIANCE GROUP: Still Unable to File Financial Reports with SEC
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
Inc., tells the Securities and Exchange Commission in a Form 12b-
25 filing on March 30, 2005, that RGH has been unable to complete
the work necessary to issue audited financial statements for
fiscal year 2000 or any subsequent fiscal year.  Unless this work
is completed and an audit opinion is issued, it will not be
possible to prepare a Form 10-K for the fiscal year ended
December 31, 2004.

Mr. Zeller notes that RGH has still not filed certain SEC-
required reports over the last 12 months, namely, Form 10-Q for
the quarter ended March 31, 2004, Form 10-Q for the quarter ended
June 30, 2004 and Form 10-Q for the quarter ended September 30,
2004.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RIVERSIDE FOREST: S&P Removes Ratings At Riverside's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' long-term
corporate credit and senior unsecured debt ratings on B.C.-based
Riverside Forest Products Ltd. at the request of the company.  At
the same time, Standard & Poor's removed its ratings on Riverside
from CreditWatch where they were placed Aug. 26, 2004, following
the acquisition of the company by privately held Tolko Industries
Ltd.


RUTTER INC: Closes $11 Million Private Debt & Equity Placement
--------------------------------------------------------------
Rutter Inc. completed the arrangements for the $11 million private
placement -- $10 million through a convertible debenture
arrangement and $1 million through a concurrent equity offering.

"As indicated with the release of our year-end and Q1 financial
statements, Rutter has moved swiftly to resolve its working
capital shortfall and, as important, replaced Bank of Montreal
Capital Corporation and the Business Development Bank of Canada
long-term debt with new debentures," said Donald I. Clarke,
Chairman and CEO of Rutter Inc.  "This closes a difficult chapter
in Rutter's history and, thanks to the confidence shown by
shareholders who understand our business, we have the capital we
need to focus on making this Company's assets perform to their
full potential," added Mr. Clarke.  "We are very pleased with this
deal as all shareholders stand to benefit from it."

The offering was comprised of a private placement of
CDN$10,000,000 aggregate principal amount of 10% senior secured
convertible debentures maturing June 30, 2008, at a price of
CDN$1,000 per Debenture, and a private placement of an aggregate
of 1 million subscription receipts at CDN$1.00 per Subscription
Receipt.

Each Subscription Receipt entitles its holder to acquire, for no
additional consideration, one common share of the Company (subject
to standard anti-dilution provisions).  The Subscription Receipt
offering was substituted for the common share offering announced
in the Company's earlier Press Release of March 29, 2005.  The
Subscription Receipts were sold to certain directors and officers
of the Company, their associates and affiliates, and certain other
investors introduced by them, their participation being a
condition of the Debenture offering.  The proceeds of both
offerings are being held in escrow pending satisfaction of certain
conditions, as described below.

Each Debenture will be convertible at the holder's option into
common shares of the Company at any time prior to maturity at a
conversion price of $1.00 per common share.  The conversion right
will be subject to standard anti-dilution provisions.  The
Debentures will not be redeemable except that Rutter will be
entitled, for a period of 45 days following the date that is 12
months following the Closing Date, to redeem up to $5 million of
the principal amount of the Debentures on a pro rata basis at a
price equal to 102% of the principal amount of the Debentures plus
accrued and unpaid interest.

In partial consideration for its services as agent for the private
placement, the Company issued McFarlane Gordon Inc. 500,000
compensation warrants, each being exercisable for one common share
of the Company at a price of CDN$1.00 per share (subject to
standard anti-dilution provisions) for a period of two years from
the date of issuance. A cash commission of 6% of the proceeds of
the Debenture offering and 3% of the proceeds of the Subscription
Receipt offering was also paid.

The net proceeds of the Debenture offering will be used to:

     (i) to repay all principal and interest owing to Bank of
         Montreal Capital Corporation and the Business Development
         Bank of Canada pursuant to certain issued and outstanding
         debentures of the Company in the aggregate principal
         amount of approximately $5,777,870 and

    (ii) for general working capital purposes.

The net proceeds of the Subscription Receipt offering will be used
for general working capital purposes.

The exercise of the Subscription Receipts and the Compensation
Warrants, and the release of the proceeds of the offerings is
subject to the satisfaction of these conditions:

     (i) obtaining a court order permitting the Company to obtain
         a discharge of the security granted to the Current
         Lenders on paying into court the amounts in dispute;

    (ii) registering the security interests created by the
         Debentures; and

   (iii) obtaining all other necessary approvals, including
         conditional acceptance of the offerings by the Toronto
         Stock Exchange.

The Company also agreed that if these conditions were not
satisfied by May 5, 2005, the proceeds of the offerings would be
used to redeem the Debentures and the Subscription Agreements
(with the Company paying any shortfall) and the Compensation
Warrants would be void and of no effect.  However, as the Company
has satisfied all of these conditions as of April 13, 2005, it
will proceed to use the net proceeds as described above.  In
addition, the Subscription Receipts will now be deemed exercised,
with no further action on the part of their holders, for 1 million
common shares of the Company.

Donald Clarke, the Chairman and CEO of the Company, acquired
400,000 Subscription Receipts, which, upon exercise, will increase
his holdings to 4,114,444 common shares, being approximately 11%
of the issued and outstanding common shares of the Company.  Mr.
Clarke purchased Subscription Receipts in order to support the
Debenture offering, and does not at present intend to acquire
additional common shares other than through the exercise of his
existing stock options.

As the maximum number of common shares issuable under these
transactions may exceed the maximum number of securities issuable
without security holder approval under the rules of TSX, Rutter
applied for and obtained from the TSX an exemption from the
security holder approval requirement provided for under section
604(e) of the TSX Company Manual relating to financial hardship.
This exemption was relied upon because much of the debt being
refinanced by the proceeds of this financing was recently re-
classified as short-term debt because the Company was in default
of certain covenants and waivers of certain defaults were not made
available to the Company by the applicable lenders in a timely
fashion, creating some instability for the Company. This
uncertainty was further reflected by the 'going concern'
qualification contained in the Company's recently released
financial statements.

                       About Rutter Inc.

Represented worldwide, Rutter Inc. -- http://www.rutter.ca/-- is
a global enterprise focused on the business of providing
innovative, 21st century technologies and engineering solutions
that improve the efficiency and safety of marine, transportation
and other industrial operations. Key divisions are involved in
product development and marketing, technology manufacturing and
multidisciplinary engineering services.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
certain management and insiders of Rutter Inc. remain subject to
the Management Cease Trade Order, which was requested by the
Company and granted on Jan. 19, 2005, by the securities regulators
in Newfoundland and Labrador, Quebec, and Alberta.

The reasons for the delay were primarily tied to unanticipated
delays in the final approval of significant change orders over and
above the original value of a $7.8 million project completed by
our subsidiary, SEA Systems Limited.  It also indicated that these
final approvals would enable the Company to establish the final
contract value and the timing of recognition of the related
revenue.

In a press release issued Feb. 28, 2005, Chairman and CEO, Donald
I. Clarke noted, among other things, that the audit of Rutter's
financial statements for the year ended August 31, 2004, is
substantially complete but the auditors were still reviewing
documentation related primarily to SEA.  Accordingly, Rutter said
it would not meet its most recently stated target date of March 5,
2005.  The revised date for release was to occur on or before
Monday, March 14, 2005, with first quarter financial statements to
be released on or before Friday, March 18, 2005, which is within
the sixty-day window contemplated in the granting of Rutter's
management cease trade order.

                             Update

The Company has now concluded it will not be in a position to
release its Annual Financial Statements or its First Quarter
Financial Statements by Friday, March 18, 2005, as a result of
outstanding waivers that are still required from certain of the
Company's lenders.

                        Events of Default

In connection with the release of audited financial statements,
the Company must obtain waivers in respect of certain defaults
under debentures issued by the Company to BMO Capital Corporation
and Business Development Bank of Canada.  The defaults under the
Debentures relate to certain financial ratios the Company must
maintain relative to working capital and the relationship between
debt and EBITDA (earnings before interest, taxes, depreciation and
amortization).  The waivers have been requested and the Secured
Creditors have advised that they will be appointing a consultant
to assist them in assessing whether they will be granting the
waivers.  Accordingly, the release of the Company's Annual and
First Quarter Interim Financial Statements and the Annual
Information Form will be further delayed until such time as the
waivers are obtained.


SCORE MEDIA: Feb. 28 Balance Sheet Upside-Down by $7.4 Million
--------------------------------------------------------------
Score Media Inc. (TSX: Scr.sv) -- f/k/a Headline Media Group Inc.
-- reported its financial results for the three- and six-months
ending Feb. 28, 2005.

On Feb. 22, 2005, the Company's shareholders approved a change of
the name of the Company to Score Media Inc.  This new name better
reflects the Company's business focus, and captures the
substantial brand equity of the Company's main operating asset -
The Score Television Network.

"We are extremely pleased with the Company's operating
accomplishments in the first half of fiscal 2005," said John Levy,
Chairman and Chief Executive Officer. "The Score continues to grow
in popularity as Canada's home for "Hardcore" sports fans. Further
the Company is poised to capitalize on new sports media
opportunities as we extend our brand in unique and innovative
ways."

Net income (loss) before interest, income taxes, depreciation and
amortization is not a measure of performance under Canadian GAAP.
Net income (loss) before interest, income taxes, depreciation and
amortization should not be considered in isolation or as a
substitute for Net income (loss) prepared in accordance with
Canadian GAAP or as a measure of operating performance or
profitability.  Net income (loss) before interest, income taxes,
depreciation and amortization does not have a standardized meaning
prescribed by GAAP and is not necessarily comparable to similar
measures presented by other companies.

The Company uses Net income (loss) before interest, income taxes,
depreciation and amortization to remove acquisition and investment
related charges (such as depreciation and amortization),
discontinued operations, and income taxes which in the Company's
view do not adequately reflect its core operating results and is a
standard measure that is commonly reported and widely used in the
industry to assist understanding and compare operating results.

                      Consolidated Results

The selected financial data of the Corporation as it relates to
the two years ended February 28, 2005, is derived from the audited
financial statements of the Corporation.

Three Months Ended February 28, 2005

Revenue for the second quarter increased by $1.2 million to
$5.6 million compared to $4.4 million in the prior year. This
increase was largely due to greater television subscriber revenue
reflecting the effects of a new wholesale rate structure that was
implemented with several broadcast distribution undertakings in
the first and second quarters of fiscal 2005.  Advertising revenue
during the second quarter was comparable to the prior year,
despite the adverse effect of a National Hockey League strike that
affected other sports specialty television networks.  The Score
was successful in identifying, producing and marketing several new
live event sports programs, as well as launching new news
programs, which together sustained advertising revenue during a
fiscal quarter where other networks reported advertising declines.

Operating expenses excluding rights fees were $4.5 million during
the quarter, compared to $4.2 million in the prior year,
representing an increase of $0.3 million. This increase resulted
from substantially higher expenses associated with federal tariffs
for music rights, greater CRTC license fees, increased
compensation costs, and greater occupancy costs resulting from a
new property lease at The Score's facilities.

Program rights expenses were $0.4 million during the quarter,
compared to $0.2 million in the prior year.  The increase in
program rights at The Score reflects higher program rights fees
for Toronto Raptors basketball as well as NCAA basketball.

Net income from continuing operations before interest, income
taxes, depreciation and amortization was $0.7 million during the
quarter, an improvement of $0.7 million from $20 thousand in the
same period last year.

Interest expense for the second quarter of approximately
$0.3 million was comparable to the prior year.

Depreciation and amortization expense of $0.3 million in the
second quarter was comparable to the prior year.  For the second
quarter, fixed asset additions were approximately $0.6 million
compared to nil in the prior year.

Net income from discontinued operations for the three months ended
February 28, 2005 was nil, a decrease of $117,000 from a profit of
$117,000 in the same period last year.  The prior year amount
reflects the financial results of St. Clair Group Investments Inc.
whose operations were substantially restructured, and ultimately
discontinued in October 2004 as a result of certain sports
marketing contracts which were not renewed.

Net income for the three months ended February 28, 2005 was
$0.2 million or $0.01 per share based on a weighted average 82.8
million Class A Subordinate Voting Shares and Special Voting
Shares outstanding, an improvement of $0.7 million from a loss of
$0.5 million or ($0.01) per share based on a weighted average 82.6
million Class A Subordinate Voting Shares and Special Voting
Shares outstanding in the prior year.

Six Months Ended February 28, 2005

Revenues for the six months ended February 28, 2005 increased to
$11.6 million from $9.6 million for the same period last year, an
increase of $2.0 million.  Advertising revenues for the six months
ended February 28, 2005 were comparable to the prior year.
Subscriber fee revenue increased by $2.0 million, due to the
effects of a new wholesale rate structure that was implemented
with several broadcast distribution undertakings in the first and
second quarters of fiscal 2005.

Operating expenses excluding rights fees were $9.2 million for the
six months ended February 28, 2005 compared to $8.4 million in the
prior year, representing an increase of $0.8 million.  This
increase resulted from the same issues described above; namely
substantially greater expenses associated with federal tariffs for
music rights, greater CRTC license fees, increased staffing and
greater occupancy costs resulting from a new property lease at The
Score's facilities.

Program rights were $0.7 million during the six month period ended
February 28, 2005, compared to $1.5 million in the prior year.
Certain program rights for the six month period ended February 28,
2005 increased for live events such as Toronto Raptors basketball
and NCAA basketball, but decreased overall, reflecting lower
program rights fees on World Wrestling Entertainment properties as
well as lower program rights costs for other programs.

Net income from continuing operations before interest, income
taxes, depreciation and amortization for the six months ended
February 28, 2005 was $1.7 million, compared with a loss of $0.4
million for the same period last year, resulting in an improvement
of $2.1 million.

Interest expense for the six month period ended February 28, 2005
was $0.5 million compared to the $0.6 million in the prior year.
The decrease of approximately $0.1 million reflects lower
borrowings of bank debt and related party debt due to improved
cash flow from operations and cash proceeds from the sale of
PrideVision's Canadian operations in the prior year.

Depreciation and amortization expense for the six month period
ended February 28, 2005 was $0.6 million compared to $0.7 million
in the prior year.  For the six month period ended February 28,
2005, fixed asset additions were approximately $1.1 million
compared to $0.7 million in the prior year.

Net income from discontinued operations for the Company for the
six months ended February 28, 2005 was nil, a decrease of $40,000
from a profit of $40,000 in the same period last year.  The latter
amount reflects the financial results of both St. Clair Group
Investments Inc. whose operations were substantially restructured
and ultimately discontinued in October 2004 as well as the results
of PrideVision's operations, which were discontinued on November
28, 2003.

Net income for the six months ended February 28, 2005 was $0.7
million or $0.00 per share based on a weighted average 82.8
million Class A Subordinate Voting Shares and Special Voting
Shares outstanding, compared to a net loss of $1.6 million or
($0.02) per share based on a weighted average 82.6 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding in
the prior year.

                 Liquidity and Capital Resources

Cash flows provided by continuing operations for the three months
ended February 28, 2005 were $0.6 million compared to cash flows
used in continuing operations of $0.1 million in the prior year
reflecting significantly improved income from continuing
operations in the current year.  Cash flows used in discontinued
operations were $16,000 compared to cash flows used in
discontinued operations of $45,000 in the prior year.

Cash flows used in continuing operations for the six months ended
February 28, 2005, were $96,000 compared to cash flows provided by
continuing operations of $54,000 in the prior year reflecting
significantly improved income from continuing operations in the
current year offset by negative working capital movements.  Cash
flows provided by discontinued operations for the six months ended
February 28, 2005 were $0.3 million compared to cash flows used in
discontinued operations of $0.3 million in the prior year.

For fiscal 2005, the Company anticipates that cash flows provided
by operations will increase compared to fiscal 2004 based on
anticipated increases in both advertising and subscriber revenues
with more moderate increases in operating expenses.  The Company
has sufficient working capital lines of credit to support its
operations and anticipates that these lines of credit will be
successfully refinanced on the maturity dates discussed below.

Cash flow from financing activities was nil for the three months
ended February 28, 2005 and for the comparable period in the prior
year.  Cash flow provided by financing activities was $0.5 million
for the six ended February 28, 2005 compared to nil for the
comparable period in the prior year.  During the six months ended
February 28, 2005, the Company drew down $0.9 million from a
credit facility provided by Levfam Finance Inc. but paid down its
bank loans by $0.4 million.

The Company has a bank credit facility and a secured standby
credit facility currently authorized in the amount of
$16.3 million.  Both facilities, which are classified as current
liabilities, mature on August 31, 2005.  The Company anticipates
that it will be able to refinance both of these facilities on or
before their respective maturity dates.

Cash flow used in investment activities for the three months ended
February 28, 2005 was $0.6 compared to cash flow used in
investment activities of $0.2 million in the prior year.  The
decrease in cash flow from investment activities reflects
increased fixed asset additions.  The fixed asset additions relate
to capital expenditures to expand and improve programming and
production facilities at The Score Television Network.  For the
entire fiscal 2005 year, the Company anticipates that expenditures
on new and replacement fixed assets will be approximately
$1.8 million, which can be financed by cash flows from operations.

Other than the credit facilities described below, the Company has
no other financial instruments and thus believes that there are no
price, credit or liquidity risks that it could be subject to from
such instruments.

The following is a summary of the significant financing activities
undertaken by the Company during the years ended August 31, 2004
to secure financing for its ongoing business operations:

The Score

In April 2004, the Company's subsidiary, The Score, amended its
bank credit facility, which was initially established December
2001.  The amended bank credit facility allows The Score to borrow
up to $14.0 million by way of prime rate loans, bankers'
acceptances or letters of guarantee.  The bank credit facility
matures August 31, 2005.  Prime rate loans bear interest at the
prime rate plus 3.25%.  Bankers' acceptances bear interest at
bankers' acceptances rates plus 4.25%.

Loans under the bank credit facility are secured by a pledge of
substantially all of the assets of The Score, including the pledge
of The Score shares and the subordination and pledge of
shareholder loans and inter- company debt from the Company to The
Score.  The loans are secured and are pledged and subordinated to
the credit facility.

The provisions of the amended bank credit facility impose
restrictions on The Score, the most significant of which are debt
incurrence and debt maintenance costs, restrictions on additional
investments, sales of assets, payment of management fees or other
distributions to shareholders, restrictions on entering into new
or renewed programming rights agreements, and the maintenance of
certain financial covenants. Financial covenants include meeting
minimum earnings before interest, taxes, depreciation and
amortization (EBITDA), maximum capital expenditure amounts and
minimum aggregate free cash flow. In addition, the agreement has a
number of events of default, including solvency tests for the
Company and The Score.  The Score maintained compliance with all
of its financial covenants and other restrictions during fiscal
2004 and the first and second quarters of fiscal 2005. As at
February 28, 2005, $11.5 million of the available $14.0 million
bank credit facility had been drawn.

The Score is prohibited under the bank credit facility from
advancing funds to the Company other than for services provided in
the ordinary course of business.  The Score and the Company have
sufficient financial resources to finance their respective
operations for fiscal 2005.  With the financing arrangements
currently in place and the anticipated refinancing of The Score's
bank credit facility that matures on August 31, 2005 to be
available to finance the consolidated operations, the Company
believes that there are sufficient resources to fund operations.

Score Media

In April 2002, the Company entered into a secured standby credit
facility of up to $2.3 million with Levfam Finance Inc., a company
related by virtue of common control.  The credit facility was
subsequently amended in November 2002 and August 2003 and now
matures on August 31, 2005.  The credit facility bears interest at
12% per annum.  The standby credit facility is secured by a first
charge over all of the Company's assets, with the exception of its
shares in The Score and St. Clair Group Investments Inc. As at
February 28, 2005, $0.9 million of the credit facility had been
drawn and accrued interest of $0.2 million on this facility was
outstanding.

The Company's successful execution of its business plan is
dependant upon a number of factors that involve risks and
uncertainties In particular, revenues in the specialty television
industry, including subscription and advertising revenues are
dependant upon audience acceptance, which cannot be accurately
predicted.

Related Party Transactions

The Company and Levfam Finance Inc. are related by virtue of
common control.  Levfam Finance Inc. has provided a credit
facility to Score Media, its parent company.

Interest on the Levfam Finance Inc. credit facility to Score Media
amounted to approximately $27,000 during the three months ended
February 28, 2005 compared to approximately $38,000 in the
corresponding quarter of the prior year.  Interest on the Levfam
Finance Inc. credit facility during the six months ended February
28, 2005 amounted to $37,000 compared to $75,000 in the
corresponding period of the prior year.

During the three months ended February 28, 2005 the Company
retained legal services from a firm, one of whose partners is a
director of the Company.  These services were provided in the
ordinary course of business and the fees for services rendered
amounted to approximately $8,000 the three months ended
February 28, 2005, compared to nil for the three months ended
February 29, 2004.  For the six month period ended February 28,
2005, the total for services rendered amounted to approximately
$30,000, compared to $20,000 in the corresponding period of the
prior year.

A second director provided consulting services for the Company
during the three months ended February 28, 2005 and received
approximately $5,000 for such services, compared to $3,000 in the
corresponding quarter of the prior year. For the six month period
ended February 28, 2005, the total for services rendered amounted
to approximately $17,000, compared to $6,000 in the corresponding
period of the prior year. All related party transactions have been
recorded at their fair values.

Contractual Obligations

The Company has no debt guarantees, capital leases or long-term
obligations other than loans which are disclosed on the
Consolidated Balance Sheets as at February 28, 2005, and
August 31, 2004.

Stock-based compensation and other stock based payments

In 2003, the CICA amended Handbook Section 3870, "Stock-based
Compensation and Other Stock-based Payments", to require the
recording of compensation expense on the granting of all stock-
based compensation awards, including stock options to employees,
calculated using the fair value method.  The Company adopted this
standard on September 1, 2004.

In accordance with the transition rules, the Company determined
the fair value of stock options granted to employees since
September 2002, using the Black-Scholes Option Pricing model.
Prior periods were not re-stated and the Company recorded an
adjustment to its opening deficit in the amount of $74,000
representing the expense for the 2003 and 2004 fiscal year.  The
offset to the deficit is an increase in contributed surplus.  The
estimated impact of adopting this accounting standard in 2005 will
be an increase in compensation expense of approximately $120,000
for fiscal 2005.  For the three month period ended February 28,
2005, an expense with respect to stock-based compensation in the
amount of $38,000 has been recorded.  In the six month period
ending February 28, 2005, a total expense of $59,000 has been
recorded.

                      About Score Media Inc.

Score Media Inc. (TSX: Scr.sv) is a media company focused on the
specialty television sector through its main asset, The Score
Television Network.  The Score is a national specialty television
service providing sports, news, information, highlights and live
event programming, available across Canada in over 5.5 million
homes.

At Feb. 28, 2005, Score Media's balance sheet showed a $7,368,000
stockholders' deficit, compared to a $8,094,000 deficit at
Aug. 31, 2004.


SOLUTIA INC: Assumes Amended Ashley Warehouse Lease
---------------------------------------------------
Solutia, Inc., and its debtor-affiliates sought and obtained the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to amend and assume a certain lease with Ashley
Brownstown South, LLC, which relates to Solutia's lease of
warehouse space in Brownstown Township, Michigan.

On February 11, 1999, Ashley leased to Solutia a 275,886-square
foot warehouse space at 19881 Brownstown Center Drive, Suites 820
and 850, in Brownstown Township, Michigan.  The Lease will expire
on October 31, 2009, with monthly rent of $93,173.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that the Premises are located near Solutia's
Trenton, Michigan plant, where Solutia's performance products
division manufactures Saflex(R).  Saflex(R) is a protective
interlayer material made of polyvinyl butyral used by glass
manufacturers and laminators, especially for the automotive and
architectural sectors, to enhance the performance and appearance
of glass products.  Saflex is a very profitable component of the
Solutia Group's performance films division.  Due to its unique
characteristics, Saflex must be stored in a refrigerated space.
The Premises have been specifically outfitted for this type of
storage, and their proximity to the Trenton Plant facilitates
Solutia's ability to transport and store the Saflex that it
produces.  Solutia primarily uses the Premises for staging
material prior to shipping and also for housing a stock of
inventory.  The Debtors use the Premises as the primary North
American distribution center for Saflex.

The ability to safely and efficiently store Saflex and prepare
distribution to customers near the Trenton Plant is crucial to
facilitating the Debtors' ability to satisfy customer demands,
Ms. Labovitz says.  Because of the need for refrigerated warehouse
space close to the Trenton Plant, and because the coolers
necessary for refrigeration installed in the Premises are owned by
Solutia and would be very difficult and expensive to move, it was
very likely that Solutia would have assumed the Lease at some time
during its Chapter 11 case whether or not Ashley was willing to
amend the contract.

                    Amendment to the Lease

The parties agree to amend the Lease to extend the term by 18
months so that it would now expire in April 2011.  If there are
changes in Solutia's business which affect its need for warehouse
space, the Amended Lease retains Solutia's right to reduce its
space commitments -- the original Lease provides Solutia a
one-time option to reduce the Premises, either by 170,824 square
feet or 105,062 square feet, upon the payment of a fee to Ashley
to reimburse Ashley for its costs.  The Amended Lease retains
these options but extends their exercise date to Sept. 30, 2008.

The Amended Lease also reduces the cost of leasing the Premises,
effective as of January 1, 2005.  Solutia believes that the
reduction in rent will result in savings of $540,000, reducing
cost by 7.5% over the life of the Amended Lease.

Solutia and Ashley agree that there are no outstanding prepetition
amounts due and owing under the Lease.  Furthermore, Solutia
believes that adequate assurance of future performance under the
Amended Lease is provided by its operational credibility and
history of dealings with Ashley.

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


SPIEGEL INC: Eddie Bauer Appoints Timothy McLaughlin as CFO
-----------------------------------------------------------
Timothy McLaughlin will join Eddie Bauer as senior vice
president, chief financial officer and that Shelley Milano has
been named senior vice president, general counsel and secretary
of the company.

As CFO, Mr. McLaughlin, 48, will be responsible for financial
planning, analysis and oversight of the company's investor
relations and compliance activities.  Most recently, he served as
vice president and corporate controller at AT&T Wireless Services,
Inc.  Prior to AT&T, his professional experience includes key
financial positions at Sybios Logic, NCR Corporation and Union
Carbide Corporation. He will report to President and Chief
Executive Officer Fabian Mansson.

Ms. Milano, 48, will be responsible for directing the legal
affairs of the company and serving as the secretary to the Board
of Directors.  With more than 20 years of experience serving as
general counsel in retail and corporate environments, Ms. Milano
most recently held the position of executive vice president and
general counsel for Starbucks Coffee Company, where she led
legal, human resources and corporate social responsibility.  She
also previously served as general counsel for Honda of America
Manufacturing Inc.

She will report to Mr. Mansson.

"As Eddie Bauer prepares to emerge from the restructuring process
as a stand-alone company, I am pleased to welcome Tim and Shelley
to our senior management team.  They both bring extensive
experience from world-class organizations that will be a great
asset as we look to exceed the expectations of our customers,"
said Mr. Mansson.

The company also announced today that Kurt Petonke, 43, has been
promoted to the open position of divisional vice president, men's
merchandising from the position of merchandise manager, knits and
sweaters and Maureen Pavlovich, 38, has been promoted to the new
position of divisional vice president, accessories and field and
gear from her current position merchandise manager, bottoms and
denim.  Mr. Petonke will report to Kathy Boyer, senior vice
president and chief merchandising officer.  Ms. Pavlovich will
report to Kim Rice, vice president, women's and field and gear.

"Kurt and Maureen bring an understanding of the Eddie Bauer brand,
passion and leadership to these important roles.  As we look
forward, we have identified men's and accessories as critical
areas of brand differentiation and evolution.  Their experience in
creating compelling merchandising strategies will ensure success,"
said Mr. Mansson.

As key component of The Spiegel Group's Plan of Reorganization is
the formation of a new corporate structure around the Eddie Bauer
business.  Upon emergence, Eddie Bauer Holdings, Inc., will be the
new parent company of Eddie Bauer and its subsidiaries and other
affiliated support operations.

                        About Eddie Bauer

Eddie Bauer is a premium outdoor-inspired casual wear brand
offering distinctive clothing, accessories and home furnishings
for men and women that reflect a modern interpretation of the
company's unique outdoor heritage.  In its 83-year history, Eddie
Bauer has evolved from a single store in Seattle to a tri-
channel, international company with more than 400 stores, 95
million catalogs and online Web sites: http://www.eddiebauer.com/
and http://www.eddiebaueroutlet.com/ Eddie Bauer operates stores
in the U.S. and Canada.

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)


STILE CONSOLIDATED: Various Risks Prompt S&P to Hold Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' long-term corporate credit rating, on Stile Consolidated
Corp. (a newly formed holding company), and its newly formed
subsidiaries, Stile U.S. Acquisition Corp., and Stile
Acquisition Corp. The affirmation follows the closing of the
acquisition (and related financing) of Masonite International
Corp.  The outlook is stable.

In addition, Standard & Poor's has withdrawn its ratings on
Masonite International, as well as various preliminary ratings on
the Stile Group of Companies due to debt restructuring on the
closing of the deal.  Stile U.S. Acquisition Corp. and Stile
Acquisition Corp. will be the borrowers under the new bank
facility.  All debt will be cross-guaranteed by the subsidiaries,
and the parent, Stile Consolidated.

"Although the capitalization structure has changed, the total
amount of debt remains the same and in our view, the credit
quality remains the same," said Standard & Poor's credit analyst
Dan Parker.  The ratings on Stile Consolidated and its
subsidiaries reflect the company's very aggressive debt leverage
and narrow product focus, and its exposure to the cyclical housing
and home renovation markets.  These risks are partially offset by
the company's leading position as the largest door manufacturer in
the world, and adequate profitability and cash flow generation.

The company's US$1.175 billion secured bank credit facility is
rated 'BB-', which is one notch above the long-term corporate
credit rating.  The preliminary ratings for a senior unsecured
notes offering, and a senior subordinated notes offering have been
withdrawn, as these notes will not be issued.  Instead, the
company will partially finance the transaction with an
18-month US$770 million senior subordinated bridge loan.  The
bridge loan is not rated by Standard & Poor's.

The outlook on Stile Consolidated and its subsidiaries is stable.
Although the credit metrics are somewhat aggressive for the
ratings, the company's existing business, in addition to the
potential for growth and margin improvement, should help it
maintain stable credit metrics.

Nevertheless, debt leverage is considered very aggressive and any
weakening of the credit metrics caused by additional debt or
decreased cash flow generation could lead to a negative ratings
action.


TECO AFFILIATES: Majority of Creditors Vote to Accept Ch. 11 Plan
-----------------------------------------------------------------
Kurtzman Carson Consultants, LLC, tabulated all ballots cast on
the Joint Plan of Reorganization for Union Power Partners, L.P.,
Panda Gila River, L.P., Trans-Union Pipeline, L.P. and UPP Finance
Co., LLC.  Jason J. Scott, Senior Bankruptcy Consultant at
Kurtzman, submitted the voting results on April 4, 2005.

A summary of the voting results indicate that more than two-
thirds in amount and one-half in number of claims in all Classes
have voted to accept the Plan:

                    Members    % of        Members    % of
   Class           Accepting  Accepting    Rejecting Rejecting
   -----           ---------  ---------    --------- ---------
  UPP Class 4         32          94.12        2          5.88
  UPP Class 5         33          94.29        2          5.71
  UPP Class 7          2         100.00        0          0.00
  PGR Class 4         32          94.12        2          5.88
  PGR Class 5         33          94.29        2          5.71
  PGR Class 7          2         100.00        0          0.00
  TU Class 4          32          94.12        2          5.88
  TU Class 7           2         100.00        0          0.00
  FC Class 4          32          94.12        2          5.88

                     Amount    % of Amt     Amount   % of Amt
   Class           Accepting  Accepting    Rejecting Rejecting
   -----           ---------  ---------    --------- ---------
  UPP Class 4   $490,825,484      89.24  $59,174,517     10.76
  UPP Class 5    279,047,699      93.25   20,188,368      6.75
  UPP Class 7              0     100.00            0      0.00
  PGR Class 4    553,294,183      89.24   66,705,820     10.76
  PGR Class 5    269,713,983      92.02   23,395,571      7.98
  PGR Class 7              0     100.00            0      0.00
  TU Class 4   1,405,628,454      89.24  169,464,276     10.76
  TU Class 7               0     100.00            0      0.00
  FC Class 4   1,405,628,454      89.24  169,464,276     10.76

UBS AG's ballot, assigned Ballot No. 73, which was received on
March 22, 2005, was not tabulated because its claim was listed in
the Schedules of Assets and Liabilities as contingent,
unliquidated, or disputed and a proof of claim was not timely
filed.

Mr. Scott attests that the information concerning the
distribution, submission and tabulation of Ballots in connection
with the Plan is true and correct.  The Ballots received by
Kurtzman Carson are stored at its office and are available for
inspection by or submission to the Court.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TECO AFFILIATES: Resolves Regency Intrastate's Objection to Plan
----------------------------------------------------------------
Regency Intrastate Gas LLC is a party to certain executory
contracts with Union Power Partners LP and Trans-Union Interstate
Pipeline LP.  Regency argues that certain provisions in the
Debtors' Joint Plan of Reorganization relating to executory
contracts violate Sections 365(d)(2), 1123(b)(2), and 1129(a)(1)
of the Bankruptcy Code.

Section 1123(b)(2) provides that "a plan may -- subject to
Section 365 -- provide for the assumption, rejection, or
assignment of any executory contract or unexpired lease of the
debtor not previously rejected under such section."

Section 365(d)(2) provides, in relevant part, that the Debtors
"may assume or reject an executory contract . . . at any time
before confirmation of a plan . . . ."

Although Section 7.1 of the Joint Plan purports to comply with
the provisions of Section 365(d)(2) by providing that entry of
the Confirmation Order "shall constitute approval of such
assumptions and rejections," Josiah M. Daniel, III, Esq., at
Vinson & Elkins LLP, in Dallas, Texas, points out that the Plan's
Section 7.4 provisions contradict the language of Section 7.1 by
ostensibly permitting the Debtors to change their minds regarding
the assumption or rejection of any executory contract at any time
prior to the Effective Date.

The Plan also provides that if the Effective Date does not occur
within 60 days after the Confirmation Date, "the Confirmation
Order will be vacated by the Bankruptcy Court," "upon motion by
the Debtors and upon notice to such parties in interest as the
Bankruptcy Court may direct."  In the event that the Confirmation
Order is vacated, the Joint Plan then provides that "the time
within which the Debtors may assume and assign or reject all
executory contracts and unexpired leases shall be extended for a
period of 30 days after the date the Confirmation Order is
vacated."

Mr. Daniel tells the U.S. Bankruptcy Court for the District of
Delaware that this notation is found on Plan Schedule 7.1 filed by
the Debtors on March 22, 2005:

   "This list is a non-exclusive list and the Debtors reserve the
   right at any time to make additions and deletions to this Plan
   Schedule 7.1 before the completion of hearings on confirmation
   of the Plan."

While this reservation appears to be in compliance with the
requirements of Section 365(d)(2) that the Debtors assume or
reject executory contracts "at any time before the confirmation
of a plan," it is contradictory to the reservation in the Plan of
the Debtors' right to assume or reject executory contracts at any
time prior to the Effective Date, which, under the Plan, can
occur as late as 60 days after the confirmation order has been
entered or not at all.

Mr. Daniel asserts that Regency's contracts with the Debtors are
not listed on Plan Schedule 7.1, and the Debtors have not filed a
separate request to assume or reject Regency's contracts.

The Debtors' attempt, under the Joint Plan, to extend the time
for their decision to assume or reject any executory contract to
"any time prior to the Effective Date," or, if the Effective Date
does not occur, to a date "30 days after the date the
Confirmation Order is vacated" does not comply with the
requirement under Section 365(d)(2) that the Debtors "assume or
reject an executory contract . . . at any time before the
confirmation of a plan . . . ."

Mr. Daniel argues that because it does not comply with Section
365(d)(2), the Joint Plan does not "comply with applicable
provisions [of the Bankruptcy Code]" as required by Section
1129(a)(1).

However, Mr. Daniel believes that the violation may be easily
remedied by simply deleting the insupportable provisions so as to
comply with Sections 365(d)(2) and 1123(b)(2).

                          *     *     *

Craig D. Hansen, Esq., at Squire, Sanders & Dempsey LLP, in
Phoenix, Arizona, advised the Court at the hearing on April 5,
2005, that Regency's objection has been resolved and a
stipulation will be filed accordingly.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TFM S.A.: Moody's Assigns B2 Rating to New $460MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to $460 million of
new senior unsecured notes expected to be issued by TFM, S.A. de
C.V. to fund the tender for its existing 11.75% Notes.  Moody's
also affirmed the ratings on TFM's other rated debt.  The rating
outlook is negative.

The rating favorably reflects the value of TFM's geographically
attractive railway concession in Mexico and the importance of that
railway system for U.S./Mexican trade, as well as TFM's record of
operating success and free cash flow under private ownership.  The
considerably improved clarity of TFM's governance and operating
strategy now that the company is controlled by a single railroad
operator also supports the rating.  These positives are balanced
by TFM's highly leveraged capital structure and weaker than peer
financial performance during the current economic upturn.

The negative outlook particularly reflects:

   * TFM's comparatively higher exposure to the US automotive
     industry and the impact of near-term uncertainty for auto
     production levels on TFM's results;

   * the expectation of higher levels of capital investment which
     will limit free cash flow for debt paydown;

   * the potential for slower growth of US imports from Mexico in
     favor of other lower-cost sourcing of manufactured goods; and

   * the potential for additional funding should the Mexican
     Government put its 20% ownership interest in TFM to Grupo TFM
     (TFM's parent).

The rating could be pressured down if TFM is not able to achieve
the targeted operational and financial benefits from its new
ownership structure (now estimated at approximately $25 million
including interest savings), if EBIT to interest falls below 1.1x
or Adjusted debt to EBITDAR exceeds 5.5x (from 4.5x at FYE 2004),
or if the resolution of the put of TFM stock held by the Mexican
Government leads to any increase in TFM's debt level.

Also, the ratings reflect TFM's current debt structure in which
all obligations rank pari-passu on a senior unsecured basis.  The
indenture for the new notes provides a carve-out for secured
indebtedness and any change in relative priority of claim in the
company's capital structure due to the creation of a secured class
of debt could adversely affect the rating of the senior unsecured
obligations.

Kansas City Southern ('KCS'; senior implied at B1, negative
outlook) has acquired control of TFM's operations following KCS'
recent purchase of the Grupo TFM shares previously held by Grupo
TMM.  This considerably simplifies the ownership of TFM's railway
operations, and should be beneficial to the company's near-term
financial performance.  Some portion of TFM's recent financial
underperformance can be traced to operating management being
distracted by disagreement over control of the railway between KCS
and its former partner, in Moody's view.  KCS' control, as a
railway operator whose own rail network connects to TFM's, should
considerably improve the oversight of TFM operations and could
lead to adding additional rail operating management or systems at
TFM.

KCS intends to replace TFM's 11.75% bonds (which are callable)
with the new debt at the lower prevailing market interest rates.
The immediate effect of the Tender Offer and the new Notes, if
completed, will be to improve TFM's interest coverage metrics and
free cash flow.  Over the near-term, TFM is likely to refinance
the bank Term Loan to improve flexibility and provide additional
liquidity.  TFM's existing Term Loan is amortizing with another
$33 million principal payment due in September, 2005.  Stability
in the ownership of TFM with the better visibility of strategy and
operations, should provide TFM with more efficient access to the
capital markets.

TFM's adjusted debt level remains high at approximately
$1.25 billion, including balance sheet debt of $883 million as of
FYE 2004.  Further, we expect the company to increase capital
spending over the intermediate term, as capital investment was
comparatively light in recent years.  While we expect the company
to continue to be free cash flow positive, the rate of debt
reduction could be less than that achieved in the recent past.
However, excluding the amortization of the existing bank term
loan, which we anticipate will be refinanced shortly, TFM's next
debt maturity is in 2007.

TFM has a relatively high exposure to the US auto sector as many
of the more recently constructed assembly plants are on TFM's rail
lines.  While recovery of other cyclical segments such as
chemicals and agribusiness has more than offset the decline in
auto traffic, TFM's large auto exposure is likely to negatively
affect TFM's financial results for some time.  More broadly, TFM's
volume is highly related to the level of US/Mexico trade.  While
trade has recovered somewhat during 2004, recent growth rates have
been less than historic levels as US importers have moved sourcing
to other countries with even lower production costs than Mexico.
Thus, despite TFM's low operating costs, this sourcing decision by
US operators remains an important long term risk to TFM's
financial performance.

As TFM's bonds will not be guaranteed or directly supported by
KCS, Moody's will continue to evaluate TFM's debt ratings on a
stand-alone basis.  Maintenance of the rating will require
availability of financial information of TFM on an ongoing basis.
We do recognize, however, that KCS has made a considerable
incremental investment in TFM over time, and acquired control of
TFM after protracted negotiations with its former partner.

Also, not only does control over TFM's operations afford KCS the
opportunity to offer shippers longer single line service, but
control over the Mexican operation does make KCS a somewhat more
attractive investment candidate itself.  Nonetheless, Moody's
notes that KCS has limited financial capacity to support TFM
obligations given KCS' own leveraged capital structure.  Longer
term, Moody's note that KCS has yet to realize a cash return on
its now considerable investment in TFM and the need to do so could
affect the longer term capital structure of both companies.  The
TFM bond will include protective covenants typical for a
transaction of this type, including limitations on restricted
payments and debt.

The ability of the Mexican government to exercise its put for 20%
of TFM stock continues to be stayed by a Mexican court pending
review of procedural aspects of the put process.  With regard to
the Value Added Tax dispute between the Mexican government and
Grupo TFM, Mexico's Fiscal Court has once again directed the
Ministry of Finance to issue a Certificate to Grupo TFM.  The
ultimate outcome of these two separate matters will be considered
as they are settled, although a swap of the VAT for the put
continues to be the more probable outcome in our view.

Rating assigned and affirmed

   * TFM, S.A. de C.V. $460 million of senior unsecured notes
     at B2

   * senior unsecured senior implied and issuer rating at B2

TFM, S.A. de C.V., based on Mexico City, Mexico, owns the
concession to operate Mexico's northeast railway.  TFM, S.A. de
C.V. is owned by Grupo TFM and the Government of Mexico.  Grupo
TFM is owned by Kansas City Southern.  Kansas City Southern, based
in Kansas City, Missouri owns and operates several railroads
including Kansas City Southern Railway, a Class I U.S. railroad.


TRUMP HOTELS: Judge Wizmur Amends Confirmation Order
----------------------------------------------------
Pursuant to the order confirming Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates' Revised Second
Amended Plan, the New Class A Warrants Record Date is changed
from February 9, 2005, to March 28, 2005.  Inadvertently, the
Debtors, the Official Committee of Equity Interest Holders, the
TAC Noteholder Committee, the TCH Noteholder Committee and Donald
J. Trump did not make a corresponding change to the Record
Distribution Date that applies to holders of:

    -- TAC Notes,
    -- TCH First Priority Notes,
    -- TCH Second Priority Notes,
    -- Old THCR Common Stock,
    -- Old THCR Class B Common Stock, and
    -- Old THCR Holdings Interests.

The Parties agreed that the Record Distribution Date must be
changed in accordance with the understanding reached among them
at the Confirmation Hearing, and to facilitate consummation of
the transactions required under the Plan by the deadlines set by
the Plan.

The Plan also provides that the Debtors will distribute Election
Forms to holders of TAC Notes and TCH First Priority Notes within
20 days prior to the Effective Date.  Pursuant to the
Restructuring Support Agreement, the Effective Date of the Plan
must occur on or before May 1, 2005.  The "closing" of certain
major transactions required under the Plan is a condition to the
Effective Date.

Given that the Debtors are unable to distribute the Election
Forms until the correct Record Distribution Date is resolved, the
Debtors will be unable to comply with the Election Form
Distribution Date and still close the required transactions under
the Plan by May 1, 2005.

The Parties agreed that the Court must shorten the Election Form
Distribution Date to 15 days prior to the Effective Date.

To reflect their agreement, the Parties stipulate that:

    a. The Record Distribution Date is changed from February 9,
       2005 to March 28, 2005;

    b. The Election Form Distribution Date to holders of TAC Notes
       and TCH First Priority Notes is shortened from 20 days
       prior to the Effective Date to 15 days prior to the
       Effective Date;

    c. To reflect the agreed changes, the Court must enter:

          1. an Amended Confirmation Order; and

          2. a findings of fact and conclusions of law.

                           *     *     *

Judge Wizmur approves the Stipulation.  Accordingly, the Court
entered an Amended Confirmation Order and Findings of Fact and
Conclusions of Law.

A full-text copy of the Amended Confirmation Order is available
for free at:

    http://www.thcrrecap.com/pdfs/901-1000/04-11-05-989.pdf

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: THCR Gets $500M Loan from Morgan Stanley & UBS AG
---------------------------------------------------------------
Trump Hotels & Casino Resorts Inc. received a $500 million loan
from Morgan Stanley and UBS AG that will allow the company to
exit bankruptcy protection, Trump Hotels President Scott Butera
told Bloomberg News in an interview.

The loan, Mr. Butera continues, includes:

    -- a $200 million five-year revolving credit;
    -- a $150 million seven-year term loan; and
    -- a $150 million "delayed draw" loan that THCR has a year to
       decide whether to use.

"This was a really good piece of financing for the company and
gives us the ability to invest in our four existing properties as
well as expand our brand-name franchise," Mr. Butera told Ed
Leefeldt of Bloomberg.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UAL CORP: Retired Pilots Union Wants to Conduct Discovery
---------------------------------------------------------
On Dec. 30, 2004, the Pension Benefit Guaranty Corporation
brought a complaint in the U.S. District Court for the Northern
District of Illinois seeking the involuntary termination of the
United Air Lines Pilot Defined Benefit Pension Plan under 29
U.S.C. Section 1342(a).

Judge Wedoff allowed United Retired Pilots Benefit Protection
Association and Air Line Pilots Association to intervene in the
PBGC's action to involuntarily terminate the United Airlines
Pilots' Benefit Pension Plan.  URPBPA and ALPA were allowed to
participate in the discovery process leading up to the hearing on
the PBGC's request on March 8, 2005.

              URPBA Wants PBGC Complaint Dismissed

On behalf of the United Retired Pilots Benefit Protection
Association, Frank Cummings, Esq., at LeBoeuf, Lamb, Greene &
MacRae, in Washington, D.C., contends that the Pension Benefit
Guaranty Corporation's complaint fails to state a claim upon
which relief can be granted.  The PBGC is equitably estopped from
terminating the United Airlines Defined Benefit Pension Plan or
entering any agreement to terminate the Plan.  The PBGC is
precluded from terminating the Plan because the alleged
"determination" is contrary to law.  Hence, Mr. Cummings argues
that the PBGC's Complaint must be dismissed.

                          PBGC Responds

The PBGC's maximum guaranteed benefit to participants in the
Debtors' pension plans increases every year due to three factors.
Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,
D.C., explains that the maximum annual benefit payable as a
single life annuity for participants in plans terminating in 2004
who retire at age 65 is $44,386.  The same individual who retires
in 2005 will receive $45,614.  If the Pilot Plan is effectively
terminated after December 31, 2004, the PBGC will incur a loss of
approximately $49,000,000 due to the increase in the maximum
guaranteed benefit.

Mr. Cohen also notes that, pursuant to the Debtors' collective
bargaining agreement with the Air Line Pilots Association, the
benefits for many participants were increased in the year 2000,
to be phased in over ratably over five years.  If these increases
become fully phased-in prior to the termination date of the Plan,
the unfunded guaranteed benefits will increase by about
$35,000,000.  Active participants in the Plan accrue
approximately $4,900,000 in guaranteed benefits each month that
the Plan remains ongoing.

Moreover, during 2005, the Debtors will pay benefits to retirees
that are not covered by the PBGC's guarantee, depleting Plan
assets by $4,200,000 per month.

                URPBPA Wants to Conduct Discovery

Eric E. Newman, Esq., at Meckler, Bulger & Tilson, in Chicago,
Illinois, notes that, in a hurried proceeding in the last week of
December 2004, the PBGC sued to terminate the Pilot Plan.  No
affected party participated or had notice of what the PBGC was
considering.  The "record" of the PBGC's activity was created
weeks later and filed with the Court.

Now, the PBGC asserts that the Court's determination on whether
the Pilot Plan may be terminated should be based upon a
deferential review of the administrative record assembled by the
PBGC.  The PBGC asserts that neither the Court nor interested
parties are permitted to look beyond the record it submitted.
This argument cannot stand, Mr. Newman says.

Mr. Newman reminds Judge Wedoff that defendants to an 11 U.S.C.
Section 1342(c) adjudication have full discovery rights, just
like defendants in any other lawsuit.  The PBGC's record is
relevant only to the question of whether it made a proper
determination to file the lawsuit.  The administrative record
fails to explain how the PBGC made its alleged Section 1342
determination.  The administrative record, which consists mainly
of photocopies of documents filed by the Debtors in the
bankruptcy, reveals very little about the PBGC's deliberative
process, says Mr. Newman.  The URPBPA, therefore, should be
permitted to discover how the PBGC reached its decision to file
the lawsuit.

Mr. Newman notes that the PBGC filed the lawsuit based on the
Debtors' request seeking approval of the proposed Section 1113
Letter Agreement with the Air Line Pilots Association.  In fact,
the PBGC made public statements against and vigorously opposed
the ALPA Letter Agreement.  Mr. Newman contends that the lawsuit
is nothing more than an improper extension of the PBGC's
objection to the ALPA Letter Agreement.  As a result, the URPBPA
is entitled to conduct discovery to find out whether the PBGC's
"determination" was a mere pretext for the real reason for filing
this case.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Exclusive Plan Filing Period Extended to July 1
---------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for another extension
of their exclusive periods to file and solicit acceptances of a
Chapter 11 Plan.

The Debtors want their Exclusive Plan Filing Period extended
until July 1, 2005, and their Exclusive Solicitation Period
extended until September 1, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, tells the Court that, over the last several months, the
Debtors have implemented many components of a business plan that
satisfies the metrics required for exit financing.  This task has
been made more difficult by unrelenting revenue challenges and
increasing fuel prices.

Central to the restructuring process is the Debtors' effort to
secure exit financing.  The Debtors have received preliminary
proposals for $2,000,000,000 to $2,500,000,000 in exit financing
from four institutions.  The Debtors' management met separately
with each of these potential financiers in January 2005.  In
February, the four institutions met with the exit financing
subcommittee of the Creditors' Working Group to present and
discuss their proposals.  Each proposal is contingent on the
Debtors achieving the savings identified in the business plan.

To implement the business plan and obtain exit financing, the
Debtors must conclude the Section 1113 and pension process,
complete the Section 1110 process, restructure the United Express
operations, implement the streamlined cost structure and develop
a plan of reorganization that includes the business plan and the
restructuring initiatives.

An extension of the Exclusive Periods will enable the Debtors to
continue their hard work and implement many restructuring
initiatives, while creating a stable working environment through
the mid-May pension trial.  Once the Court decides the Section
1113 and pension matters, the Debtors can incorporate the facts
and circumstances in requesting a further extension of the
Exclusive Periods to obtain exit financing and formulate, propose
and seek confirmation of a plan of reorganization.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Walk Away from Collective Labor Pacts
--------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for authority to
reject collective bargaining agreements with the International
Association of Machinists and Aerospace Workers, the Aircraft
Mechanics Fraternal Association, and the Association of Flight
Attendants.

The Debtors also seek to terminate four defined benefit pension
plans in a voluntary distress termination.  The Pension Benefit
Guaranty Corporation has pending actions to terminate the Pilot
Plan and the Ground Plan.  Therefore, subject to resolution of
the PBGC's termination proceedings, the Debtors want to terminate
all pension plans.

Contrary to the hopes of the Debtors and their employees, the
airline industry environment has not improved and the structural
changes that have roiled the industry have not reversed, James
H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
says.  Fuel prices have soared to record levels.  In the second
quarter, fuel costs could run $200,000,000 over plan and could
exceed the Debtors' forecasts by $500,000,000 in the second half
of 2005.  The Debtors face roughly $700,000,000 in higher fuel
costs for 2005, even taking into account hedging efforts.  In
addition, revenue pressures from low-cost carriers and legacy
carriers continue and other airlines are lowering their cost
structures.  The Debtors have done everything possible to offset
these pressures.  Unfortunately, labor cost reductions and
pension termination remain necessary to a successful
reorganization.

The Debtors have achieved long-term labor agreements with three
unions: the Air Line Pilots Association, the Professional Airline
Flight Control Association and the Transport Workers Union of
America.  The Debtors had an agreement with the AFA, and were
working towards a resolution of the pension issue.  However, the
AFA abandoned all attempts at progress on April 8, 2005 and
announced its intention to terminate the parties' Court approved
agreement.  The Debtors were originally planning to ask the Court
to terminate the AFA's pension plan, but now the Debtors must
lump the AFA in with the IAM and AMFA and request a complete
rejection of their collective bargaining agreement.

The AFA publicly asserted that the Debtors' management was not
imposing sufficient cost reductions on the Salaried and
Management employees.  However, Mr. Sprayregen assures the Court
that the SAM employees are contributing their fair share.  The
SAM employees, in contrast to the Debtors' unionized workforce,
were paid below market when the Petition Date was filed.
Regardless, the Debtors imposed salary reductions for the SAM
employees of up to 11%.  The SAM employees forfeited 2002 merit
bonuses.  The SAM employees saw their medical and dental benefits
reduced and their premium contributions increased.  While
reducing the SAM workforce, remaining the SAM employees assumed
increased responsibilities and worked longer hours for less pay.
In the current round of concessions, the SAM employees have
stepped up by agreeing to $112,000,000 in savings to the Debtors
over the next five years.  The Debtors' SAM employees have made
their fair contribution, asserts Mr. Sprayregen.  The AFA's
accusations towards the SAM employees are a "transparent ploy to
gain leverage in an effort to halt the necessary termination and
replacement of the flight attendants' pension plan," he says.

Mr. Sprayregen says there is no more time to negotiate the
pension issues.  The parties have spent considerable time, money
and energy trying to formulate plan termination alternatives that
would provide the required savings.  However, despite exhaustive
negotiations, no resolution has been achieved.  Termination and
replacement of the Debtors' pension plans will save
$3,900,000,000, or an average of $645,000,000 per year from 2005
through 2010.  There are no alternatives that will net savings
anywhere near these amounts.  "The bottom line is that there
simply are no such alternatives to be found."  Termination and
replacement of all the Debtors' pension plans is the only way for
the Debtors to emerge from bankruptcy as a competitive airline.

The Debtors will continue to pursue negotiated resolutions with
their unions and the PBGC.  However, the Debtors must achieve a
cost structure that satisfies the financial metrics demanded by
exit financing providers.  The Debtors have received proposals
for exit financing from four financial institutions.  These
proposals reaffirm the capital markets' faith in the Debtors'
management and validate its restructuring initiatives, states Mr.
Sprayregen.  However, each financier has conditioned its
proposals on the Debtors meeting the cost reductions outlined in
the business plan.

All talks with the exit financiers are on hold and will not
restart until the labor cost reductions are achieved.  Mr.
Sprayregen tells the Court that to become competitive, and hence
attract exit financing for the ultimate benefit of all
stakeholders, the Debtors must achieve the requested labor cost
savings and terminate the pension plans.

              AFA Says Management Is Seeking Revenge

The Association of Flight Attendants-CWA (AFA) United Master
Executive Council President Greg Davidowitch issued this statement
in response to United Airlines' management's filing yesterday of a
bankruptcy court motions to terminate both the Flight Attendants'
entire contract and its defined pension benefit plan:

     "After having been caught red-handed giving big raises to
its Salaried and Management employees while claiming to cut their
pay, management's wage cuts and a significant portion of their
productivity improvements appeared illusory at best.  AFA
provided this management with several weeks to fix the problem.
In fact, it is only because of AFA's persistence that any changes
were made to their cost savings numbers at all.

     "Current United management is attempting to distract
attention from its egregious conduct by attacking AFA and the
flight attendant contract.  Yesterday's actions are outrageous
and an unwarranted retribution for AFA's due diligence in
verifying that the cuts imposed on other employees are as real as
those for the flight attendants.  We are doing nothing more or
less than holding management accountable for its own plan to
produce the cost savings it claims are necessary for securing
exit financing to emerge from bankruptcy.  Management has over-
stepped all bounds of decency and the standards of labor
relations by seeking to reject our entire agreement.

     "Rather than simply fixing their phony numbers regarding the
cost savings they allocated to the Salaried and Management group,
and agreeing to abide by the same standards that they demand from
flight attendants, these executives chose to place the Flight
Attendant agreement for $131 million in cost savings in jeopardy.

     "A motion to terminate the flight attendants' pension plan
by itself would have been a deplorable act.  This management has
gone further and appears to be wholly focused on creating a labor
war rather than working for the success of United Airlines.

     "In good faith, flight attendants agreed to shoulder the
burden of enormous personal sacrifices last January.  Instead of
respecting those contributions, Glenn Tilton has insulated his
own pension from the effects of bankruptcy, and, together with
other executives, he continues to receive millions of dollars in
bonuses from United Airlines while it's in Chapter 11.  We must
wonder whether these executives can follow through on their own
commitments to the airline.

     "Unfortunately, our own audit of their plan to implement
cost savings suggests that they cannot.  And that calls into
question whether these executives are capable of completing the
airline's restructuring.  Flight attendants have worked too hard
and sacrificed too much.  We intend to use every means available
to save our airline and fight for our careers."

                     Management Flunked Audit

The Association of Flight Attendants Union had disclosed in an
April 8 press release that United Air Lines' numbers don't add
up.  The Flight Attendants union gave United management 20 days
to fix the problem or the union will invoke its right to
terminate the collective bargaining agreement.

"It appears that a significant portion of the concessions that
salaried and management employees supposedly were making are
illusory," Greg Davidowitch, president of the AFA United Master
Executive Council, said.  "Unfortunately, the actions of this
management team raise more serious questions about whether they
can be trusted to deal fairly with the employees and other
stakeholders."

AFA retained the right to audit United's numbers to ensure that
the sacrifices were equitable.  At the AFA's insistence, the
company conceded that the methodology for valuing the wage
concession of the salaried and management was inappropriate yet
it still has not produced the data necessary to support the
legitimacy of many of its productivity claims.

United management said it needed $725 million total from all
employee groups, allocated in what it claimed would be an
equitable manner.

If the current 2005 AFA contract is terminated, the previous
contract would be in force.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Postpones Plan Filing Until End of Month
----------------------------------------------------
US Airways Group, Inc., GE Capital Aviation Services and GE Engine
Services have reached an agreement to extend the date for US
Airways to file a Plan of Reorganization with the U.S. Bankruptcy
Court.

The April 15, 2005, date for filing a Plan has been moved until
the end of the month, as the companies continue their discussions
about US Airways' progress in finalizing a business plan.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Wants Until August 31 to Make Lease-Related Decisions
-----------------------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
tells Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia that US Airways, Inc., and its debtor-
affiliates need more time to make lease decisions.  The Debtors
are lessees or sublessors to approximately 500 unexpired non-
residential real property leases Lease decisions require thorough
analysis, evaluation and responses from third parties.  The
Debtors' corporate real estate department has experienced
personnel departures and turnover since 2003.  The Debtors'
employees have worked tirelessly in assessing the unexpired leases
and have contacted numerous lessors to discuss assumptions or
rejections, but much work remains.  Many of the lessors are
governmental units, whose deadline for filing proofs of claim just
expired on March 11, 2005.  The Debtors must reconcile alleged
cure obligations in recently filed proofs of claim with their
books and records.

While the Debtors have made tremendous progress in their efforts
to become a stronger and more competitive airline, they are still
evaluating their unexpired leases in the context of their
ultimate business plan.  Mr. Leitch asserts that it would be
premature and irresponsible to make decisions on the assumption,
assumption and assignment, or rejection of nonresidential real
property leases by April 30, 2005.  To maximize value for the
estates, the Debtors must have more time to contemplate these
decisions.

The Debtors ask the Court to extend their Lease Decision Period
through the earlier of plan confirmation or August 31, 2005.

If the request is not granted, the Debtors may be compelled to
prematurely assume substantial, long-term liabilities or forfeit
valuable assets.  This would be detrimental to the Debtors'
ability to operate and preserve the going-concern value for the
benefit of all creditors and parties-in-interest.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USGEN NEW ENGLAND: Judge Mannes Approves Disclosure Statement
-------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland finds that the Second Amended Disclosure Statement
filed by USGen New England, Inc., contains adequate information as
defined in Section 1125 of the Bankruptcy Code to enable a
hypothetical reasonable investor to make an informed judgment
about the Plan.  Accordingly, the Court approves the Amended
Disclosure Statement and authorizes USGen to solicit acceptances
of the Plan.

USGen is now authorized to make non-material and non-substantive
changes to the Disclosure Statement prior to mailing the notices
and solicitation packages.

USGen New England, Inc., delivered to the Bankruptcy Court its
Second Amended Plan of Liquidation and related Disclosure
Statement to include the matters taken up at the March 24, 2005
hearing.

The Second Amended Plan provides the important dates, which will
bring USGen closer towards emergence from Chapter 11:

   May 2, 2005, at 4:00 p.m.     Date by which objections to
                                 confirmation of the Plan must
                                 be filed and served.

   May 2, 2005, at 4:00 p.m.     Date by which ballots must be
                                 received.

   May 12, 2005, at 10:30 a.m.   Hearing on confirmation of the
                                 Plan.

                Objections to Disclosure Statement

Certain entities propounded objections to the Disclosure
Statement explaining the First Amended Plan of Liquidation of
USGen New England, Inc., which was filed with the Court on
Feb. 17, 2005.

(1) State of New Hampshire, et al.

The State of New Hampshire and the Towns of Monroe, Littleton,
and Hinsdale and the City of Lebanon, in New Hampshire, contend
that the Disclosure Statement cannot be approved because the Plan
is fatally flawed and incapable of confirmation.

David G. Sommer, Esq., at Gallagher Evelius & Jones LLP, in
Baltimore, Maryland, explains that the Plan state erroneously
that, pursuant to Section 1146(c) of the Bankruptcy Code, the
sale of USGen's hydro assets to TransCanada Hydro Northeast,
Inc., which was approved by the Court in December 2004, is free
from property transfer taxes.

On the contrary, Mr. Sommer asserts that Section 1146(c) has no
application to the Hydro Transaction.  The Hydro Transaction does
not constitute a sale under a confirmed plan of reorganization,
and, therefore, USGen is not exempt from paying New Hampshire's
taxes on the transfer of real property as they apply to the Hydro
Transaction.  The plain language of the statute indicates that
Section 1146(c) applies only to transfers that are first set
forth in a plan of reorganization and then carried out after the
court confirms the plan.

Even if the Hydro Transaction closes well after the Court confirms
some plan under Chapter 11, Mr. Sommer maintains that the tax
benefits of Section 1146(c) still do not apply.  The authority for
the Hydro Transaction derives from the Court's Hydro Sale Order
and is wholly independent of the proposed Plan.

Although USGen has represented verbally that it does not intend
to seek a transfer tax exemption for the Hydro Transaction, New
Hampshire and the Municipalities want the Debtor to modify the
language of the Disclosure Statement and the Plan to reflect that
representation.

(2) Commonwealth of Massachusetts

Carol Iancu, Esq., Assistant Attorney General, Environmental
Protection Division, of the Commonwealth of Massachusetts, tells
the Court that USGen's Disclosure Statement does not contain
adequate information about the Debtor's potential future
liabilities to the State for environmental violations.

Ms. Iancu explains that the Commonwealth has continued, after
USGen filed for bankruptcy, to learn of additional violations of
Massachusetts law regulating cleanup of oil and hazardous waste
contamination.  It is likely that additional violations will be
identified in the future.

"The Commonwealth will seek compliance of this and other
environmental laws, and reimbursement of any costs incurred as a
result of violations, especially to the extent the Commonwealth
is unable to recover such costs from the new owner of the
Debtor's Massachusetts facilities," Ms. Iancu declares.

The Commonwealth intends to ask the Court to ensure that
sufficient funds are set aside by USGen, in advance of its
liquidation, so as to prevent Massachusetts from bearing a
financial burden of cleaning up contamination left over from the
Debtor's operations in the State.

                        Claims Resolution

The Second Amended Disclosure Statement addresses the objection
filed by the Commonwealth of Massachusetts, by and through its
Department of Environmental Protection, which asserted that
USGen's First Amended Disclosure Statement did not contain
adequate information about the Debtor's potential future
liabilities to the State for environmental violations.

The Massachusetts Environmental Department holds contingent,
unliquidated claims against USGen in connection with
environmental matters at the Salem Harbor and Brayton Point
Facilities, and any other facilities and sites that the Debtor
owned and operated in Massachusetts.

USGen disputes the existence of those Claims and has filed an
objection to the portion of the Environmental Department's Proof
of Claim associated with the contingent, unliquidated claims.
The Debtor believes that the amount of the alleged liability will
not be significant, and will in no way impede confirmation of
USGen's Plan.  In any event, USGen declares that the amount
sought by the Commonwealth for USGen to set aside for the
environmental remediation expense "can be appropriately reserved
for."

                 Application of Section 1146(c)

USGen revised the Disclosure Statement and the Plan to indicate
that Section 1146(c) of the Bankruptcy Code does not apply to the
transfers with respect to its hydro assets and the Rockingham
option, both outside the Plan.  With the consent of, TransCanada
Hydro Northeast, Inc., the buyer of the hydro assets, USGen has
agreed not to seek the Section 1146(c) exemption with respect to
the hydro assets.

The Second Amended Disclosure Statement provides that:

     "Pursuant to Section 1146(c) [], the issuance,
     transfer, or exchange of notes, . . . or the making or
     delivery of any deed or other instrument of transfer
     under . . . the Plan, including, without limitation,
     the Land Transfer and in respect of the transaction
     evidenced by the Bear Swamp Land Transfer Purchase
     Agreement, shall not be subject to any stamp, real
     estate transfer, sales, use, mortgage recording or
     similar tax, and each recording or other agent of any
     governmental office shall record any such documents of
     issuance, transfer, or exchange without any further
     direction or order from the Bankruptcy Court.
     Notwithstanding the foregoing, the Hydro Transaction
     (with the express consent and approval of TC) and the
     closing under the Rockingham Option Agreement shall not
     be subject to the exemption under section 1146(c) and
     shall be subject to all applicable stamp, real estate
     transfer, sales, use, mortgage recording or similar
     taxes."

A full-text copy of USGen's Second Amended Plan, including
exhibits, is available at no charge at:

   http://bankrupt.com/misc/USGen_2nd_Amended_Plan.pdf

A full-text copy of USGen's Second Amended Disclosure Statement
is available at no charge at:

   http://bankrupt.com/misc/USGen_2nd_Amended_Disclosure_Statement.pdf

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  (PG&E National Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALAIRCO INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Valairco, Inc.
        29 King George Road
        Green Brook, New Jersey 08812

Bankruptcy Case No.: 05-22042

Type of Business: The Debtor designs and installs heating and air
                  conditioning systems.
                  See http://www.valairco.com/

Chapter 11 Petition Date: April 14, 2005

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus, P.A.
                  721 Route 202-206
                  P.O. Box 1018
                  Somerville, New Jersey 08876
                  Tel: (908) 722-0700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sheet Metal Local 22                          $952,664
P.O. Box 308
Cranford, NJ 07016

Mechanical Preservation Association            $95,470
399 Roycefield Road
Hillsborough, NJ 08844

The Trane Company                              $79,772
3600 Pammel Creek Road
La Crosse, WI 54601-7599

Steve Carle                                    $78,588
546 Foothill Road
Bridgewater, NJ 08807

Bruce Sanford                                  $63,347
26 Long View Avenue
Madison, NJ 07940

Central Sheet Metal                            $54,198
897 South Avenue
Middlesex, NJ 08846

Lennox Industries                              $54,058
2100 Lake Park Boulevard
Richardson, TX 75080-2254

Advanced Plumbing Design                       $50,050
525 Lehigh Avenue
Union, NJ 07083

Industrial Combustion Association              $49,000

Local 32 Asbestos Workers                      $25,622

MJM Industries                                 $25,150

General Plumbing Supply                        $24,735

Honeywell                                      $24,300
c/o Vogel & Gast

Capital Hardware Supply                        $22,733

Siemens Building                               $22,483

Carrier Northeast                              $20,245

RJS Industrial Pipfitter                       $19,750

Palermo Supply Company, Inc.                   $18,697

Vergona Crane                                  $15,760

NJN Publishing                                 $15,101


VENTAS INC: Moody's Affirms Low-B Ratings Following Merger News
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ventas, Inc. and
its affiliates following the announcement that Ventas and
Provident Senior Living Trust have decided to merge.  The
transaction, valued at $1.2 billion, will be funded by Ventas
common stock, the assumption of debt and cash.  Provident is an
unlisted senior living REIT that owns 68 independent and assisted
living facilities in 19 states.

Moody's remarked that the planned merger with Provident would be a
plus for Ventas along several dimensions.  First, Ventas' pro
forma exposure to Kindred Healthcare Inc. -- its main tenant --
would be reduced substantially from 76% of revenues in 2004.
Moody's also notes that Ventas' key tenant exposure would now be
with two tenants: Kindred and Brookdale Living Communities Inc.

This material, new exposure to Brookdale is a concern, however.
Continued progress in tenant diversification would be a plus.
In addition, the Provident transaction would reduce substantially
Ventas' exposure to the regulated government reimbursement-based
health care segments of skilled nursing facilities and long-term
acute care facilities from 84% in 2004.

These positive changes to Ventas' portfolio and tenant composition
would be offset by the decline in the REIT's balance sheet
strength resulting from this merger, earmarked by a significant
rise in both leverage and secured debt.  While the rating agency
believes this rise in overall and secured debt will be reduced
over time, such anticipated reductions would not be adequate to
achieve a higher rating for Ventas at this time.  In specific, a
rating upgrade to Ba2 senior debt would depend on pro forma debt
to gross assets being less than 55%, and near-term efforts to
reduce pro forma secured debt.

These ratings were affirmed, with a positive outlook:

Ventas Realty Limited Partnership:

   * Senior debt at Ba3
   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc.:

   * Preferred stock shelf at (P)B2

Ventas Capital Corporation:

   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc. [NYSE: VTR] is a health care real estate investment
trust that owns:

   * forty long-term acute care hospitals,
   * 201 nursing facility,
   * thirty assisted and independent living facilities,
   * eight medical office buildings, and
   * eight other health care assets, in 39 states.


VISUAL BIBLE: Court Appoints RSM Richter as Interim Receiver
------------------------------------------------------------
The Ontario Superior Court of Justice placed Visual Bible
International Inc. in interim receivership on Apr. 13, 2005.  The
intent of the interim receivership is to protect the assets of
Visual Bible and sell the assets on a going concern basis.

RSM Richter Inc. was appointed as Interim Receiver.  VBI will
continue to operate throughout the receivership process, during
which time the Interim Receiver intends to actively search for a
buyer for the Company.  VBI's principal secured lenders are
supportive of this process.

                     Form 10-K Filing Delay

The Company notified the Securities and Exchange Commission that
it will be unable to timely file its Form 10-KSB for the year
ended Dec. 31, 2004, since it wasn't able to finalize its
financial statements due to its limited financial resources,
unavailability of personnel and the necessity to change auditors.

At Sept. 30, 2004, Visual Bible's balance sheet showed a
$16,066,338 stockholders' deficit, compared to a $12,808,414
deficit at Dec. 31, 2003.

                        About the Company

Visual Bible International Inc. is a global Christian faith-based
media company, which has secured the exclusive worldwide rights to
develop, produce and market film adaptations on a word-for-word
basis from popular versions of the Bible including both Books of
the Old and New Testaments.  VBI's most recent film is the
adaptation on a word-for-word basis of The Gospel of John, which
was released to critical acclaim in September 2003.  It recently
concluded a distribution agreement for this film and the upcoming
The Gospel of Mark with Disney's Buena Vista Home Entertainment
Inc.

VBI has been committed to producing films that feature exceptional
production values, that maintain a high degree of integrity to the
Biblical works, and that utilize the finest directing and stage
acting talents primarily from Canada and the U.K.


WCA WASTE: Moody's Junks Proposed $25 Million Secured Facility
--------------------------------------------------------------
Moody's Investors Service assigned the following first-time
ratings to WCA Waste Corporation and its wholly-owned subsidiary,
WCA Waste Systems, Inc.:

WCA Waste Corporation:

   * Senior Implied Rating of B3
   * Senior Unsecured Issuer Rating of Caa3

WCA Waste Systems, Inc.:-

   * $75 million, 5-year guaranteed first lien credit facility
     rated B3;

   * $100 million, 6-year guaranteed first lien credit facility
     rated B3; and

   * $25 million, 6.5-year guaranteed second lien term facility
     rated Caa1.

The rating outlook is stable.

The ratings reflect:

   1. the company's significant acquisition led growth with
      corresponding high leverage that is expected to reach about
      5 times total debt to EBITDA for fiscal 2005 and 1.5 times
      debt to revenue for fiscal 2005;

   2. declining margin performance for the past three years with
      near break-even cash generation for fiscal 2004 and break-
      even fixed charge coverage;

   3. significant and growing intangibles at 31% of total assets
      at December 31, 2004; and

   4. exposure to local economic cycles due to the concentration
      of revenue (70% in 2004) in three states, Kansas, Missouri
      and Texas.

Moody's also notes the short track record of the firm.

The rating is supported by:

   1. the high level of internalization of collection (78% in
      fiscal 2004);

   2. high concentration of C&D landfills (about 50%) which have
      lower capital investment costs and financial assurance
      requirements;

   3. experienced management team;

   4. recent access to the equity markets; and

   5. expected improvement in EBIT margins and cash generation
      from recent landfill acquisitions.

The rating outlook is stable.  The rating could be lowered should
expected improvements in free cash flow to debt (above 6%) and
EBIT margins (above 15%) not be achieved over the next twelve
months.  Improvements in leverage (below 3.5 times total debt to
last twelve months reported EBITDA and free cash flow to debt of
9%), and the maintenance of EBIT to average total assets of not
less than 8.5% could lead to an improvement in the ratings.

The $125 million of initial proceeds of the credit facilities will
be used for recent acquisitions and to refinance outstanding
senior debt ($93 million).  $32 million of cash will be available
for general corporate purposes including acquisitions.

The company is small relative to its publicly traded peer group at
$73 million of sales.  As such its risk profile is easily impacted
by small changes in anticipated costs or cash generation.  The
company is seeking to roughly double its size over the next two
years through acquisitions to be financed through a combination of
debt and equity.  Free cash flow over this period will naturally
be unpredictable due to the size and timing of acquisitions, the
cost of integration, and the timing of synergies generally created
by tuck-in acquisitions.  This execution risk comes at a time of
margin compression in the industry.  The industry, as well as the
company, has responded to increased fuel and insurance costs with
fuel surcharges, environmental or administrative fees, and
increased focus on safety to reduce claims. However, most
companies have not been able to fully offset these increased
costs.

The B3 rating on the first lien facility reflects the position of
the debt as the preponderance of the capital structure as well as
Moody's belief that the lenders would not be impaired in a
distress scenario.

The Caa1 rating on the second lien term loan reflects the limited
protection afforded the lenders by the second lien as well as the
deep subordination of these lenders' claims to the priority claim
lenders.

The Caa3 issuer rating of WCA Waste Corporation reflects the
subordination of any future unsecured debt at the parent company
to both the secured and unsecured debt at the company as well as
the potential for impairment of the debt claim in a distress
scenario.

The first lien credit facility consists of a 5-year, $75 million
guaranteed senior secured revolving credit and a 6-year
$100 million senior secured term loan B.  The revolver has a
$30 million letter of credit sublimit.  The first lien facilities
include a $25 million accordion feature for either the revolver or
the term loan B.  The facility is guaranteed by the company's
parent, WCA Waste Corporation (whose sole asset is the capital
stock of the company), and any future subsidiaries of the
borrower.  There is a first priority perfected security interest
in both the assets of the borrower, as well as the capital stock
of any subsidiaries.  At closing, there will be no outstandings
under the revolver.  However, availability will be $48.5 million
after consideration of $26.3 million of letters of credit.

The $25 million, 6.5 year term loan enjoys the same guarantee and
have a second priority lien on the security package.

Moody's notes that maximum permitted consolidated leverage ratio,
which is based on a net debt calculation, is high at 5 times for
the next 2 years which supports Moody's concerns about
acquisition-related debt.  Limitations on expansion capital
expenditure and acquisitions are linked to tests for debt
incurrence and net worth.  There is no excess cash flow sweep to
support debt repayment.

WCA Waste Systems, Inc., based in Houston, TX, is a vertically
integrated non-hazardous solid waste company.  The company is a
wholly-owned subsidiary of WCA Waste Corporation which has no
operations or assets outside of its ownership of the borrower.

Consolidated sales for fiscal 2004 were $73.5 million and were
derived from:

   * collection (65.5%),
   * disposal (28.2%), and
   * transfer (6.3%) operations.


WCA WASTE: S&P Junks Proposed $25 Million Secured Second-Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston, Texas-based WCA Waste Systems Inc.  At
the same time, Standard & Poor's assigned its 'B' senior secured
bank loan rating and a recovery rating of '3' to the company's
proposed $75 million senior secured revolving credit facility due
2010 and $100 million senior secured term loan B due 2011, based
on preliminary terms and conditions.

The senior secured bank loan rating is the same as the corporate
credit rating; this and the '3' recovery rating indicate that
lenders can expect meaningful (50% to 80%) recovery of principal
in the event of default.

In addition, a 'CCC+' rating and a recovery rating of '5' are
assigned to the proposed $25 million secured second-lien term loan
due 2011.  The 'CCC+' rating is two notches lower than the
corporate credit rating; this and the '5' recovery rating indicate
that the lenders can expect negligible (0%-25%) recovery of
principal in the event of a default.  The lower rating reflects
the lenders' recovery prospects after considering the priority
claims of the revolving credit facility and first-lien term loan
lenders.  The outlook is stable.

Proceeds from the transaction will be used to finance pending and
future acquisitions and to refinance all existing debt. Pro forma
for the transaction, total debt will be about $155 million.

"The ratings on WCA Waste Systems reflect its very modest size and
narrow scope of activities, the risks associated with an active
growth strategy that includes additional debt-financed
acquisitions, and a well-below-average financial profile stemming
from very aggressive debt usage," said Standard & Poor's credit
analyst Franco DiMartino.  These factors are only partially offset
by favorable overall industry characteristics and an experienced
senior management team with a proven acquisition and integration
track record.

With annual revenues of about $100 million following the January
2005 acquisition of MRR Southern LLC, WCA Waste is a publicly
owned solid waste management company, which provides:

      (1) collection (66% of sales),

      (2) transfer (6%), and

      (3) disposal services (28%).

The company's integrated operations include:

      (1) 20 collection operations,

      (2) 15 transfer stations,

      (3) 17 landfills

            * seven for municipal solid waste, and
            * 10 for construction and demolition or industrial
              waste, and

      (4) three materials recovery facilities.

WCA benefits from an above-average internalization of waste rate
of almost 80%.  With operations located exclusively in the South
and Southeast, the company serves about 141,000 residential,
commercial, and industrial customers.


WELDON F. STUMP: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtors: Weldon F. Stump and Co., Inc.
                 1313 Campbell Street
                 Toledo, Ohio 43607

Involuntary Petition Date: March 22, 2005

Case Number: 05-32505

Chapter: 11

Court: Northern District of Ohio (Toledo)

Judge: Judge Richard L. Speer

Petitioners' Counsel: John J. Hunter, Jr., Esq.
                      1700 Canton Ave
                      Canton Sq
                      #1
                      Toledo, Ohio 43624
                      Tel: (419) 255-4300
                      Fax: (419) 255-9121

                           - and -

                      Leslie Stein, Esq.
                      Seyburn, Kahn, Ginn, Bess & Serlin,
                      Professional Corporation
                      2000 Town Center
                      #1500
                      Southfield, Michigan 48075
                      Tel: (810) 353-7620

                           - and -

                      Steven F. Alexsy, Esq.
                      Seyburn, Kahn, Ginn, P.C.
                      2000 Town Center, Suite 1500
                      Southfield, Michigan 48075
                      Tel: (248) 353-7620
                      Fax: (248) 353-3727

Petitioners                                    Amount of Claim
-----------                                    ---------------
Huntington National Bank                            $2,250,000
801 W Big Beaver
Troy, Michigan 48084

Lesher Printers Inc.                                   $24,014
810 N Wilson Avenue
c/o Gary Cool, President
Fremont, Ohio 43420

Henry Gurtweiler Inc.                                   $5,000
121 Galena Street
Toledo, Ohio 43611

CWS Advisors Ltd.                                       $2,175
405 Madison Avenue
8th Floor
Toledo, Ohio 43604


WINN-DIXIE: Committee Gets Court Nod to Hire Milbank as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to retain Milbank, Tweed, Hadley & McCloy LLP,
effective as of March 1, 2005, as its counsel in Winn-Dixie
Stores, Inc., and its debtor-affiliates' Chapter 11 cases.

The Committee believes that Milbank possesses extensive knowledge
and expertise in the areas of law relevant to the Debtors' cases,
and that Milbank is well qualified to represent the Committee.
Milbank has extensive experience, having represented a number of
creditors' committees in significant reorganizations under
Chapter 11 of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Court OKs Modified Reclamation Claims Procedures
------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Winn-
Dixie Stores, Inc., and its debtor-affiliates purchase materials,
supplies, goods, products, and other related items from various
suppliers and vendors for use and sale in their stores in the
ordinary course of their businesses.  The Debtors sought
permission from the U.S. Bankruptcy Court for the Southern
District of New York to return certain Goods to the Vendors for
credit against those Vendors' prepetition claims against the
Debtors in accordance with Section 546(g) of the Bankruptcy Code.

Section 546(g) authorizes a debtor, with the consent of a
creditor, to return goods shipped pre-petition to the debtor, for
credit against the creditor's prepetition claim, provided that
the Court determines that the return is in the best interests of
the debtor's estate.

The purpose of Section 546(g) is to "relieve the bankruptcy
estate of the burden of keeping unwanted or unsalable goods, and
relieve the estate of unnecessary liabilities."

                            Modifications

The Court grants the Debtors' request, subject to modification to
the extent a consensual arrangement is reached by the Debtors
and Vendors asserting Reclamation Claims for a further resolution
of certain issues not resolved by the provisions of the Order.

Judge Drain rules that if a Vendor has asserted a reclamation
demand in the ordinary course to reclaim the goods the Debtor has
received while insolvent, then these defenses to that Vendor's
Reclamation Claim are waived:

   (a) the failure of the Vendor to take any or all possible
       "self-help" measures with respect to the Goods;

   (b) the failure of the Vendor to institute an adversary
       proceeding against the Debtors seeking:

          (i) to enjoin them from using or selling the Goods,

         (ii) to compel the Debtors to segregate and/or
              account for the proceeds of the goods, or

        (iii) any other similar relief;

   (c) any requirement that the Vendor must identify or trace the
       Goods or their proceeds from a sale of the Goods that were
       delivered on or after the receipt of the notice of
       reclamation or entry of the interim order regarding
       reclamation procedures that was entered in the Debtors'
       cases; and

   (d) all defenses based on the sale or commingling of Goods to
       the extent that any such defense is based on a sale or
       commingling of proceeds from the sale of Goods that
       occurred on or after the receipt of the notice of
       reclamation or Interim Order Date, or other defense
       related to the passage of time and/or the delay resulting
       from the procedures adopted.

According to Judge Drain, the Debtors must file a notice
asserting against Reclamation Claims any defense to the value of
a Reclamation Claim, except as expressly waived based on:

   (a) the existence of a prior perfected lien on the Goods or
   (b) the disposition of proceeds from the sale of Goods.

The Court makes it clear that the failure to file a Notice will
bar the Debtors from the assertion of any Specific Reclamation
Defenses to Reclamation Claims at any subsequent time.  In the
event that a Notice is filed, Judge Drain says, a scheduling
conference will be held to consider procedures and dates for a
determination as to Reclamation Claims of the Specific
Reclamation Defenses as set forth in the Notice.  The Vendors and
any party asserting the Specific Reclamation Defenses reserve all
rights to seek, and will be entitled to pursue, reasonable
discovery in connection with the assertion of any Specific
Reclamation Defenses set forth in the Notice in conjunction with
and incorporated into the Reclamation Procedures.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* SIPC & Canadian Counterpart Coordinate in Investor Protection
---------------------------------------------------------------
The Securities Investor Protection Corporation (SIPC), which is
chartered by the U.S. Congress to maintain a special reserve fund
to protect the customers of insolvent brokerage firms, and its
Canadian counterpart, the Canadian Investor Protection Fund
(CIPF), have signed a memorandum of understanding (MOU) in order
to work together more closely in the event of the insolvency of a
brokerage firm doing business in both the United States and
Canada.

SIPC President Stephen Harbeck said: "SIPC and the CIPF have had
an excellent relationship for over 30 years.  The new Memorandum
of Understanding gives a structure to that relationship and that
will work to the benefit of investors.  The MOU provides for
cooperation and efficient handling of claims from investors where
there are cross border issues.  We will also exchange information
on a regular basis."

CIPF President Rozanne Reszel said: "CIPF is pleased to be a party
to the MOU with SIPC. With the globalization of the investment
industry, CIPF considers it essential to collaborate across
borders with other compensation funds to ensure that investor
claims will be dealt with expeditiously on an equitable basis."

The SIPC-CIPF Memorandum of Understanding is the second such
agreement for SIPC.  In February 2004, SIPC executed a similar
accord with the Financial Services Compensation Scheme, a SIPC-
like entity that provides protection to investors in the United
Kingdom.

From its creation by the U.S. Congress in 1970 through December
2003, SIPC has advanced $587 million in order to make possible the
recovery of $14.0 billion in assets for an estimated 628,000
investors.  SIPC estimates that more than 99 percent of eligible
investors have been made whole in the failed brokerage firm cases
that it has handled to date.

SIPC is an important part of the overall system of investor
protection in the United States.  While a number of federal, self-
regulatory and state securities agencies deal with cases of
investment fraud, SIPC's focus is both different and narrow:
Restoring funds to investors with assets in the hands of bankrupt
and otherwise financially troubled brokerage firms.  SIPC was not
chartered by Congress to combat fraud.  To read about SIPC's
limited role in investor protection, go to "How SIPC Protects
Investors" at http://www.sipc.org/how/sipcprotects.cfm

SIPC either acts as trustee or works with an independent court-
appointed trustee to recover funds.  The statute that created SIPC
provides that customers of a failed brokerage firm receive all
non-negotiable securities that are already registered in their
names or in the process of being registered.  At the same time,
funds from the SIPC reserve are available to satisfy the remaining
claims of each customer up to a maximum of $500,000.  This figure
includes a maximum of $100,000 on claims for cash.

CIPF was created by the Canadian investment industry to ensure
that client assets are protected -- within defined limits -- if a
CIPF Member becomes bankrupt.  Assets include cash, securities and
certain other property such as segregated insurance funds.  CIPF
is not a government organization.  Payments to clients are
determined independently by CIPF, not by the investment dealers.
The investor pays no fees for CIPF protection.  Coverage is
automatic when an investor opens an account with an investment
dealer that is a member of CIPF.  For more information, go to
http://www.cipf.ca/on the Web.


* BOOK REVIEW: Black Monday - The Stock Market Catastrophe
----------------------------------------------------------
Author:     Tim Metz
Publisher:  Beard Books
Softcover:  268 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587982145/internetbankrupt

Metz uses his twenty-three-year career as a journalist with the
"Wall Street Journal" to good effect in this account of the worst
stock-market crash since 1929.  Chapters and sections within them
begin by noting date and location in the style of newspaper
reports--e. g., "October 19, 1987 - New York Stock Exchange,
chairman's office, 10:45 A.M."; "August 25, 1987 -  Storefront
broker's office near Canal Street, 11:30A.M."  This has the effect
of dramatizing the collapse, events surrounding it, and varied
individuals playing key roles in trying to deal with it and
affected by it.  A hotel in Paris, a roadway leading to the
Caracas, Venezuela airport, the White House, and the Chicago
Mercantile Exchange are other locations.  Like a camera panning
from one scene to the next, Metz's style keeps the drama high and
the story moving.  Even though the generalities of this historic
stock-market event are known, one is drawn into Metz's telling by
its inside-story perspective and to find out how the main
characters act as the event unfolds and how things turn out for
them in the end.

Two of these main characters are John Phelan, chairman of the New
York Stock Exchange at the time, and Donny Stone, an NYSE trading
specialist.  The book opens with Phelan in his chairman's office
in a meeting with the heads of Salomon Brothers, Merrill Lynch,
Goldman Sachs, and other top financial and securities firms.  They
are all extremely concerned about the 235-point stock-market
decline of the preceding week.  And they have different thoughts
on its causes, import, and appropriate responses to it.  After
seeing the havoc in the stock market of the previous week, Donny
Stone cuts short his vacation in Florida to hurry back to New York
to take care of his business as best he can in the circumstances
which are having repercussions not only at the NYSE, but also in
Washington, D. C., across America, and around the world.

The long-term crippling consequences that Wall Street's top
leaders and high government officials feared the worse were
avoided by a combination of enlightened quick remedies, lowering
of fears, expertise and professionalism among numerous individuals
in positions high and low, and opportunism among many who saw new
opportunities in the havoc.  While the worst consequences of the
sudden, unexpected, chaotic collapse were avoided and normal order
and predictability returned to the financial markets before long,
"Black Monday" brought essential changes to the NYSE and the
business of trading.  Most of the public were not aware of these
changes as normal operations returned over the following weeks.
But they were unmistakable to insiders; and many individuals
connected to Wall Street for decades were hurt by the changes.  At
Metz's paper, the "Wall Street Journal," some staff were let go
because of the reduction in advertising and circulation following
the crash.  But apart from countless individuals who lost their
jobs from the dislocations caused by the crash, the business of
trading had a sea change.

"Black Monday" brought to light the degree to which traders and
trading had come to dominate the modern-day stock market.  Of
course, trading in stocks had always been the NYSE's reason for
being.  But as the market crash evidenced, trading had taken on a
life of its own.  Trading calculations, as seen especially in risk
arbitrage, had become so sophisticated and easy to execute that
market weaknesses being exploited were publicized widely and
quickly.  Along with this, the volume of stocks traded and the
speed with which financial transactions occurred with advanced
communications made the market more mercurial and unmanageable
than it had ever been.  The very image of trading had been changed
within the financial community.  As William Simon, the former
Secretary of the Treasury, noted, when he first entered investment
banking, "trading was not a respectable profession."  But by the
time of the 1987 disaster and even more so in the years after it,
"kids out of B-school are dying to get to the trading desk."
Trading has become a high-profile, quasi-glamorous subject in the
daily financial and business media.  And to the graduates of
business schools, it is seen as the field where the most money can
be made most quickly and easily.

Tim Metz captures all of the dimensions and human drama of this
watershed event in the history of the New York Stock Exchange.  He
closes with the Cassandra-like note that instead of trying to
control the astonishingly high levels of trading in short periods
of time which was a major cause of Black Monday, the NYSE with the
guidance and support of the Security Exchange Commission (SEC)
increased the capacity for trading.

After more than 20 decades with "The Wall Street Journal," Tim
Metz is now the head of his own firm in the areas of financial
communications and media relations strategy and execution.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***