TCR_Public/050418.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, April 18, 2005, Vol. 9, No. 90

                          Headlines

ACCLAIM ENTERTAINMENT: Ch. 7 Trustee Selling Assets for $200,000
AHF/AMBLER: Case Summary & 20 Largest Unsecured Creditors
AMERICAN WHOLESALE: S&P Junks $40 Million Second Lien Term Loan
AMERICREDIT AUTOMOBILE: S&P Rates $51.7M Class E Notes at BB
AMERIGAS PARTNERS: 96% of Noteholders Agree to Amend Indenture

AMERISOURCEBERGEN: Moody's Upgrades Sr. Unsec. Notes Rating to Ba2
ATA AIRLINES: Aircraft Sale Prompts S&P to Withdraw Junk Ratings
ATC HEALTHCARE: Selling Subsidiary to Restructure Balance Sheet
AUTONATION INC: Moody's Holds Low-B Ratings on $950 Million Debts
AVADO BRANDS: To Receive $251,000 from Florida Lease Assignment

AVAYA INC: Will Report 2005 Second Quarter Results Tomorrow
AVOTUS CORP: Bares Going Private Deal with Jefferson Partners
BROWN SHOE: S&P Rates Proposed $150M Senior Unsecured Notes BB-
BROWN SHOE: Moody's Puts B1 Rating on $150M Senior Unsec. Notes
CAPITALSOURCE: Fitch Rates $71.875 Floating-Rate Notes at BB

CHESAPEAKE ENERGY: Launching $600 Million Private Debt Offering
COMMUNITY HOME: Voluntary Chapter 11 Case Summary
CONGOLEUM CORP: Moody's Withdraws Ratings Due to Ch. 11 Filing
COX TECHNOLOGIES: Will Make Final Distribution to Shareholders
DALLAS AEROSPACE: Ch. 7 Trustee Taps Passman & Jones as Counsel

DECISIONONE CORP: Wants to Continue with Ordinary Course Experts
DOCTORS HOSPITAL: Section 341(a) Meeting Slated for June 7
DOCTORS HOSPITAL: U.S. Trustee Forms 4-Member Creditors' Committee
DOLE FOOD: Extends $325 Million Cash Tender Offer Until Today
E*TRADE ABS: Fitch Junks Mezzanine Floating- & Fixed-Rate Notes

EVERFRESH PRODUCE: Case Summary & 20 Largest Unsecured Creditors
FAIRCHILD SEMI: Posts $10.4 Million Net Loss in First Quarter
FALCONBRIDGE LTD: Holds 9.2% Equity Stake in Blackstone Ventures
FISHER SCIENTIFIC: Launching Cash Tender Offer for 8-1/8% Notes
FOSTER WHEELER: S&P Junks $261 Million Senior Secured Notes

GOOD SAMARITAN: Large Losses Cue Moody's to Slice Rating to B1
HARRIS COUNTY: S&P Hacks Ratings on $31.4 Million Bonds
HARVEST ENERGY: Discloses Second Quarter Distribution
HAWAIIAN TELCOM: Moody's Junks $250M Senior Subordinated Notes
HOMEBANC MORTGAGE: Moody's Rates $1.232 Mil. Class B-4 Notes Ba2

IMAGIS TECHNOLOGIES: Bolder Investment to Buy Shares for C$1.5M
ISTAR FINANCIAL: Selling $500 Million of Senior Unsecured Notes
JACQUELINE HATCHER: Case Summary & 16 Largest Unsecured Creditors
JAYAMMA KOPPERA: Case Summary & 12 Largest Unsecured Creditors
JM HILLS: U.S. Trustee Will Meet Creditors on June 7

KAISER ALUMINUM: Plan Confirmation Hearing Continued to April 27
KANSAS CITY SOUTHERN: 87% of Noteholders Agree to Amend Indenture
KERR-MCGEE: Auction Announcement Prompts S&P to Cut Rating to BB+
KERR-MCGEE: Fitch Downgrades & Removes Two Debts from Watch Neg.
KERR-MCGEE CORP: Risk Profile Shift Cues Moody's to Pare Ratings

KRAMONT REALTY: Shareholders Approve Centro Properties Merger
KRISPY KREME: KremeKo Franchisee Files for CCAA Protection
LAC D'AMIANTE: Files for Chapter 11 Protection in S.D. Texas
LAC D'AMIANTE: Case Summary & 30 Largest Unsecured Creditors
LODGE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors

MARKLAND TECH: Subsidiary Wins Omnibus Contract Extension
MATLACK SYSTEMS: Court Okays Settlements of Avoidance Actions
MATRIA HEALTHCARE: Wins Four New Disease Management Accounts
METROMEDIA INT'L: Must File Reports by June 3 to Avoid Default
MIRANT CORP: Shareholders Demand Fairness in Bankruptcy Hearing

MIRANT CORP: Objects to Former Parent's Multi-Million Claims
MIRANT CORP: Some Shareholders Slam Amended Disclosure Statement
NABI BIOPHARMACEUTICALS: S&P Rates $100 Million Senior Notes at B
NAVISTAR INT'L: Earns $20 Million of Net Income in First Quarter
NEWPAGE CORP.: S&P Assigns Low Ratings on Various Transactions

NEW WORLD: Moody's Puts B3 Rating on New $140M Secured Loan
NEW WORLD: S&P Junks $185 Million First & Second Lien Loans
NICHOLS & NICHOLS: Case Summary & 20 Largest Unsecured Creditors
NORANDA INC: Declares Common Stock Dividend at $0.12 Per Share
NORTEL NETWORKS: Filing Financial Statements by End of Month

NORTEL NETWORKS: Look for 2004 Annual Reports by Month End
NUMATICS INC.: S&P Withdraws Ratings At Company's Request
OFFICEMAX INC: Appoints Sam K. Duncan as President & CEO
PASADENA GATEWAY: U.S. Trustee Will Meet Creditors on May 12
PEGASUS SATELLITE: Judge Haines Confirms Amended Chapter 11 Plan

PENN NATIONAL: Buying Site for Temporary Gaming Facility in Maine
PINNACLE ENTERTAINMENT: Moody's Revises Rating Outlook to Stable
PLASTECH ENGINEERED: Poor Performance Prompts S&P to Cut Rating
PNC MORTGAGE: Fitch Holds Junk Ratings on Two Class D-B-5 Debts
REDDY ICE: Noteholders Agree to Amend 8-7/8% Senior Indenture

RIGGS NATIONAL: Moody's Reviews Low-B Ratings & May Upgrade
SALOMON HOME: S&P Hacks Rating on Class MF-3 Certificates to D
SAMSONITE CORP: Earns $6.9 Million of Net Income in Fourth Quarter
SHAW COMMS: Earns $32.1 Million of Net Income in Second Quarter
SHAW COMMUNICATIONS: Increases Quarterly Dividend Rate by 40%

SHAW GROUP: Raising $250.6 Million to Retire 10-3/4% Senior Notes
SHOPKO STORES: Moody's Reviews Low-B Debt Ratings & May Downgrade
SINCLAIR BROADCAST: S&P Rates Proposed $555M Credit Facility BB
SONIC AUTOMOTIVE: Moody's Lifts Senior Sec. Credit Rating to Ba2
SPANSION INC: Fitch Says IPO Won't Impact Ratings Anytime Soon

THYSSENKRUPP BUDD: Tells Shareholders to Sell Shares to Budcan
TROPICAL SPORTSWEAR: Bankr. Court Approves Disclosure Statement
TRUSTREET PROPERTIES: Fitch Puts Low-B Ratings on Senior Debts
UNISYS CORP: Posts $45.5 Million Net Loss in First Quarter
VARTEC TELECOM: Wants to Hire Luffey Huffman as Accountants

VAST EXPLORATION: Completes 2nd Tranche of $3M Equity Placement
VERITEC INC: Licenses Multi-Dimensional Bar Code Tech. to Nokia
WASHINGTON MUTUAL: Fitch Upgrades Low-B Ratings on 26 Mort. Certs.
WINDHAM COMMUNITY: Moody's Affirms Ba1 Long-Term Bond Rating
YUKOS OIL: Igor Chernov Appointed as CEO of Siberian Joint Venture

YUKOS OIL: Stipulation with Deutsche Bank Makes Appeal Null & Void
YUKOS OIL: Sued by Yuganskneftegas for $2.2 Bil. Unpaid Deliveries
ZIFF DAVIS: Moody's Assigns B3 Rating to Planned $205M Rate Notes

* FTI Consulting Adds Two New Experts to FTI Palladium Partners
* Paul Hastings Expands Global Reach with New Milan Office

* BOND PRICING: For the week of April 4 - April 8, 2005

                          *********

ACCLAIM ENTERTAINMENT: Ch. 7 Trustee Selling Assets for $200,000
----------------------------------------------------------------
Allan B. Mendelsohn, Esq., the Chapter 7 Trustee of the estate of
Acclaim Entertainment, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority:

   a) to sell, assume, and assign all of the estate's right, title
      and interest in the Debtor's Assets, free and clear of all
      liens, claims and encumbrances of whatever kind or nature;
      and

   b) to approve the payment of a $10,000 Expense Reimbursement to
      John Taddeo in the event his bid price of $200,000 for the
      Assets is topped by another competitive bidder at a public
      auction.

The Assets for sale are the Debtor's trademarks, tradenames and
servicemarks, registrations and pending applications relating to
certain comic book characters and titles and any and all files,
correspondence, invoices, other business records, freelancer
contracts, price lists, customer lists, sales records, sales
correspondence, purchase orders, and sales orders, digital files,
digital media including CDs and tapes, printing files, films
specifically for printing, and any other items relating to the
Comic Book Intellectual Property.

Mr. Mendelsohn and Mr. Taddeo entered into an Asset Purchase
Agreement on March 2, 2005, for the sale of the Assets.  Pursuant
to that contract, Mr. Mendelsohn agrees to assume and assign all
the rights, titles and interests in the Assets to Mr. Taddeo.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


AHF/AMBLER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AHF/Ambler, Inc.
        4248 B. Tuller Road
        Dublin, Ohio 43017

Bankruptcy Case No.: 05-55942

Chapter 11 Petition Date: April 12, 2005

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

Debtor's Counsel: Michael D. Bornstein, Esq.
                  Bornstein Law Offices
                  580 South High Street
                  3rd Floor
                  Columbus, Ohio 43215
                  Tel: (614) 358-8052

                        - and -

                  Richard T Ricketts, Esq.
                  Ricketts Co., L.P.A.
                  580 South High Street
                  Third Floor
                  Columbus, Ohio 43215
                  Tel: (614) 229-4110
                  Fax: (614) 229-4111

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Bank of New York          Unsecured value:        $7,155,000
Corporate Trust Division      $7,155,000
101 Barclay Street - 8W
New York, NY 10286

Health Care Stat              Trade payable             $117,790
9537 Bustleton Ave.
Philadelphia, PA 19115

Sundance Rehabilitation                                  $65,357
P.O. Box 382014
Pittsburgh, PA 15250

Neighborcare Pharmacy         Trade payable              $61,193

Redline Medical Supply        Trade payable              $44,069

Healthcare Services Group     Trade payable              $17,800

Life Support Ambulance        Trade payable              $14,128

Borough of Ambler Water       Trade payable               $8,938
Dept.

PHCA                          Trade payable               $8,830

Reinhart Food Services        Trade payable               $6,350

Corrbert Properties, LLC      Trade payable               $6,000

Paul Edling                   Trade payable               $5,460

Cent. Ohio Oxygen             Trade payable               $2,863
HHCE Co., Inc.

Genesis Hospitality           Trade payable               $2,560

Top Tech Services             Trade payable               $1,342

United Pharmacy Association   Trade payable               $1,258

Firststaff Nursing Services   Trade payable               $1,120

Symphony Mobilex              Trade payable               $1,112

Stanley Marvel                Trade payable               $1,049


AMERICAN WHOLESALE: S&P Junks $40 Million Second Lien Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' counterparty
credit rating to American Wholesale Insurance Group Inc. (AmWINS).

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' senior
secured debt rating to the company's $110 million first lien term
loan and assigned its 'CCC+' senior secured subordinated debt
rating to AmWINS $40 million second lien term loan.

"The ratings reflect the company's good prospective competitive
position and diversified revenue base," noted Standard & Poor's
credit analyst Donovan Fraser.  "Offsetting these strengths is the
limited track record since beginning operations in 2002 coupled
with significant prospective execution and integration risks."

"The company will utilize the proceeds to acquire Stewart Smith
Group, refinance its existing credit facility, and provide
additional working capital for the business," Mr. Fraser added.

Prospective operating performance, leverage, and coverage metrics
are at the bottom end of the scale when compared with Standard &
Poor's interactively rated group of insurance brokers; however,
Standard & Poor's believes that the company will continue to
remain cash flow positive and be able to meet its restrictive
covenants in the near to intermediate term.

Standard & Poor's expects EBITDA interest coverage in excess of 2x
(incorporating the imputed interest on noncancelable operating
leases) and total debt to EBITDA of less than 4x in 2005.
Standard & Poor's estimates that the company will need to achieve
EBITDA margins significantly in excess of its three-year average
of 16.3% and the 2004 level of 18.5% to meet its restrictive debt
covenants given the increased leverage and decreased coverage
metrics.  Partially offsetting Standard & Poor's concerns is the
current EBITDA margin run-rate of about 22% (excluding start-up
costs).  In addition, Stewart Smith Group is expected to add to
EBITDA margins and not detract from them in 2005.  Standard &
Poor's believes that the company will continue to remain cash flow
positive and meet its restrictive covenants in the near to
intermediate term.


AMERICREDIT AUTOMOBILE: S&P Rates $51.7M Class E Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
AmeriCredit Automobile Receivables Trust 2005-1's $750 million
automobile receivables-backed notes series 2005-1.

The ratings on AmeriCredit Automobile Receivables Trust 2005-1's
$750 million automobile receivables-backed notes series 2005-1
reflect:

      (1) subordination of

            * 31.25% for the class A notes,
            * 23.25% for the class B notes,
            * 13.25% for the class C notes, and
            * 6.50% for the class D notes;

      (2) a non-amortizing, fully funded reserve account equal to
          2.00% of initial receivables;

      (3) initial overcollateralization of 5.75% of initial
          receivables; and

      (4) a turbo allocation feature by which excess spread will
          be used to pay down the securities to increase the level
          of overcollateralization to a target sufficient to help
          absorb any losses experienced by the collateral pool.

Although the class E notes are subordinated to all other classes
of notes in this transaction, once the reserve account is fully
funded and the overcollateralization target has been reached, the
remaining excess cash flow will be used to turbo the class E notes
until they are paid off.

                        Ratings Assigned
          AmeriCredit Automobile Receivables Trust 2005-1

               Class       Rating             Amount
               -----       ------             ------
               A-1         A-1+         $138,000,000
               A-2         AAA          $256,000,000
               A-3         AAA          $107,330,000
               B           AA            $63,660,000
               C           A             $79,570,000
               D           BBB           $53,710,000
               E           BB            $51,730,000


AMERIGAS PARTNERS: 96% of Noteholders Agree to Amend Indenture
--------------------------------------------------------------
AmeriGas Partners, L.P. (NYSE:APU) said that, as of April 13,
2005, holders of 96% of its outstanding 8.875% Series B Senior
Notes due 2011 tendered Notes and delivered consents in connection
with the Partnership's tender offer and consent solicitation
commenced on April 4, 2005.

Accordingly, AmeriGas Partners, AP Eagle Finance Corp. -- the co-
issuer of the Notes -- and the trustee under the Indenture
relating to the Notes have executed and delivered a supplemental
indenture containing the amendments described in AmeriGas
Partners' Offer to Purchase and Consent Solicitation dated
April 4, 2005.  The amendments will not become operative unless
the Notes are accepted for purchase in accordance with the terms
of the tender offer.  If the amendments become operative, holders
of all untendered Notes will be bound thereby.  AmeriGas Partners
will not be required to purchase any of the Notes tendered or pay
any consent payments unless certain conditions have been
satisfied, including the receipt of the net proceeds of a private
placement of debt securities in an amount sufficient to pay the
aggregate consideration payable pursuant to the offer.

As previously announced, the tender offer is scheduled to expire
at 5:00 P.M. New York City time, on May 2, 2005, unless extended
by the Partnership.  As of the expiration of the consent period at
5:00 P.M., April 13, 2005, tendered Notes may no longer be
withdrawn.

The Company further announced that the price to be paid for each
$1,000 principal amount of Notes tendered and accepted for payment
would be $1,061.22, plus accrued and unpaid interest to the
payment date.  In addition, holders who delivered consents on or
before April 13, 2005 will receive a consent fee of $30 per $1,000
principal amount of Notes, for a total consideration (exclusive of
accrued and unpaid interest) of $1,091.22 per $1,000 principal
amount.

                     May 3 Private Placement

AmeriGas Partners and AmeriGas Finance Corp. -- as co-issuer --
agreed to issue $415 million of 7.25% Senior Notes due 2015 in a
private placement on May 3, 2005.  The net proceeds of the new
issue will be used to fund the purchase of 8.875% Series B Senior
Notes pursuant to the tender offer.

This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
Notes.  The full terms of the tender offer and the consent
solicitation are set forth in the Partnership's Offer to Purchase
and Consent Solicitation Statement, dated April 4, 2005, and in
the related Consent and Letter of Transmittal.

Credit Suisse First Boston LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation
should be directed to CSFB at 800-820-1653 (Toll Free) or 212-538-
0652.  Requests for documents should be directed to D.F. King &
Co., Inc., the Information Agent for the tender offer and consent
solicitation, at 48 Wall Street, New York, NY 10006, 800-848-2998
(Toll Free) or 212-269-5550.

                  About AmeriGas Partners, L.P.

Through its subsidiaries, AmeriGas Partners, L.P. (NYSE:APU) is
the largest retail propane distributor in the United States.  The
Partnership serves residential, commercial, industrial,
agricultural and motor fuel customers from over 650 retail
locations in 46 states.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 14, 2005,
Moody's Investors Service assigned a B2 rating to AmeriGas
Partners, L.P.'s proposed $400 million senior unsecured notes due
2015.  Moody's also affirmed AmeriGas's Ba3 senior implied rating
and the B2 ratings on its existing senior unsecured notes.
Moody's said the outlook remains stable.


AMERISOURCEBERGEN: Moody's Upgrades Sr. Unsec. Notes Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service confirmed AmerisourceBergen
Corporation's Ba2 senior implied rating and upgraded the company's
senior unsecured notes to Ba2 from Ba3.

Moody's withdrew the B1 rating on January 3, 2005, Amerisource
Health Corporation's 5% convertible subordinated notes, following
the conversion of substantially all of these notes to equity.
Moody's also upgraded ABC's speculative grade liquidity rating to
SGL-1 from SGL-2.  The rating outlook is stable.  This concludes
Moody's rating review for possible upgrade that was initiated on
December 10, 2004.

The confirmation of ABC's Ba2 senior implied rating is supported
by:

   (1) ABC's unanticipated and reduced earnings and cash flow
       guidance (excluding one time liquidation benefits) for
       fiscal year 2005;

   (2) the likelihood that excess cash generated from recent
       inventory liquidation will be used for shareholder
       initiatives; and

   (3) uncertainty associated with changes in PharMerica
       reimbursement.

The senior unsecured notes are being upgraded to Ba2 from Ba3
because of the elimination of secured bank debt.  As a result, all
senior creditors are pari-passu with no preferential standing in
the capital structure.

Since mid-December 2004, ABC has lowered guidance two times, due
to lack of drug price increases and ongoing reductions in buy
opportunities.  Despite the fact that ABC had liquidated about
$485 million of excess inventory during fiscal 2004, it appears
that stricter enforcement of lower inventory levels as outlined
under inventory management agreements has resulted in even fewer
buy opportunities and lower profitability.

Further liquidation of inventory in 2005 should result in another
$600-$700 million in one-time cash flow benefits.  However, after
excluding this one-time benefit, based on new guidance provided in
late March 2005, expected operating and free cash flow will
decline by about 30% and 50%, respectively, relative to the
December 2004 guidance that was used by Moody's when it placed
ABC's ratings under review for possible upgrade.  Although debt
levels have been reduced, this decline in cash flow raises the
likelihood that normalized operating and free cash flow to debt
metrics will fall within ranges that Moody's believes continue to
support a Ba2 rating.

The Ba2 ratings also reflect ABC's high reliance (85% of net
earnings) on drug distribution -- a sector that continues to
undergo transition due largely to a changing business model.  Fee
for service contract negotiations appear to be occurring, but the
lack of clear incentives on the part of manufacturers to move to
fee for service arrangements appear to be prolonging the
transition period.  In addition, lack of transparency in
negotiated contracts make an assessment of the impact difficult.
In the meantime, Moody's believe that players in this sector have
limited control over key factors affecting their margins in drug
distribution.

Further, Moody's believe that the ratings reflect a relatively
aggressive posture toward shareholder initiatives.  The company
recently indicated its intention to accelerate share buybacks
under its existing program, which will bring share total buybacks,
thus far in fiscal 2005, to the $700 million range.  We expect ABC
to continue using excess cash generated during the second quarter
of fiscal 2005 for either share buybacks (subject to certain
indenture restrictions) or acquisitions.

Recent regulations governing the Medicare Modernization Act of
2003 result in uncertainty for PharMerica, ABC's institutional
pharmacy division, comprising about 15% of the company's net
earnings.  The new regulations appear to recognize the value added
by institutional pharmacies, and we believe that eliminating the
need to negotiate with individual state Medicaid programs could be
beneficial to this sector.

However, the new regulations introduce the addition of risk-taking
Prescription Drug Plans, which are likely to be health benefits
companies.  Under current legislation, we expect that rebates,
which are currently negotiated between manufacturers and
institutional pharmacies, will be moved to the PDP level.  One
uncertainty relates to how much leverage and therefore, how much
rebate will be retained by the institutional pharmacies.

The stable outlook assumes that despite declining margins and net
income, ABC should have enough flexibility in its cash position to
continue buying back shares as well as to make a moderate-sized
acquisition without significantly leveraging its balance sheet.
Fewer buy opportunities should result not only in one-time
liquidation benefits, but also less volatile working capital
swings.  In addition, because of indenture restrictions, ABC will
not be able to use all of its excess cash for buybacks
immediately.

A key factor limiting upside potential is the likelihood that ABC,
along with the rest of the drug distribution sector, will be in a
transition period for a minimum of another 12-18 months.  Prior to
a ratings upgrade, ABC must demonstrate its ability to reverse
profitability trends as the company weathers transitions in both
its drug distribution and institutional pharmacy businesses.  If
profits and cash flow return to stronger levels and shareholder
initiatives are not likely to result in significant increases in
debt, such that operating cash flow and free cash flow to adjusted
debt metrics are sustainable in the 20% and 15% range,
respectively, the ratings or outlook may be raised.

Given uncertainties facing this sector, should ABC experience
further declines in cash flow or raise debt levels, such that
operating and free cash flow to adjusted debt metrics were to fall
below the 15% and 10% range, respectively, the ratings or outlook
could be lowered.

The upgrade of ABC's speculative grade liquidity rating to SGL-1
from SGL-2 recognizes that during the next year, the company will
not likely need external sources of liquidity due to the
significant one-time boost in operating cash flow.  Since the SGL-
1 rating takes only a 12-month view of liquidity, we believe the
additional flexibility provided by liquidation of inventory
outweighs recent declines in net income and normalized free cash
flow, providing excellent liquidity over the near term.

Ratings upgraded:

AmerisourceBergen Corporation:

   * Ba2 from Ba3 senior unsecured notes;
   * Ba2 from Ba3 issuer rating; and
   * speculative grade liquidity rating to SGL-1 from SGL-2.

Rating confirmed:

AmerisourceBergen Corporation:

   * Ba2 senior implied rating

Rating withdrawn (January 3, 2005):

Amerisource Health Corporation:

   * B1 5% convertible subordinated notes, due 2007

AmerisourceBergen Corporation, headquartered in Valley Forge,
Pennsylvania, is one of the nation's leading wholesale
distributors of pharmaceutical products and related services.


ATA AIRLINES: Aircraft Sale Prompts S&P to Withdraw Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit ratings on ATA Holdings Corp. and subsidiary ATA Airlines
Inc., and its 'AAA' rating on ATA Airlines' series 2000-1G pass-
through trust certificates and its 'CC' rating on ATA Airlines'
series 2000-1C pass-through trust certificates.

"The withdrawal of ratings on the pass-through trust certificates
is based on the sale of the aircraft that back the certificates
and the subsequent full repayment of the 2000-1G certificates,
which were insured," said Standard & Poor's credit analyst Betsy
Snyder.  "Based upon current market values of the seven Boeing
757's that back the certificates, as well as costs associated with
their repossession and sale, it would appear that there was no
recovery on the outstanding principal of the 2000-1C
certificates."

ATA Holdings and ATA Airlines have been operating under Chapter 11
bankruptcy protection since Oct. 26, 2004.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.


ATC HEALTHCARE: Selling Subsidiary to Restructure Balance Sheet
---------------------------------------------------------------
ATC Healthcare, Inc., (AMEX:AHN) a leader in medical staffing,
entered into an Asset Purchase Agreement under which it will sell
substantially all of the assets of its All Care Nursing Services
subsidiary to Onward Healthcare, Inc.  The closing of the sale,
which is expected to occur on or about April 22, 2005, is subject
to certain conditions, including the obtaining of required
consents.

ATC acquired the assets of All Care Nursing Services in January
2002.  ATC will use the net proceeds from the sale to pay down
approximately $12 million of its senior debt and to repay and
restructure the $29 million of debt issued by ATC in connection
with its acquisition of the assets of All Care, reducing that debt
by approximately $20 million.

"I'm pleased that ATC will be able to use the proceeds of this
sale to restructure its balance sheet and reduce interest costs,"
said David Savitsky, CEO.  "This is an important element in the
company's overall strategy to move closer to profitability."

All Care Nursing Services is a leading provider of per diem
staffing to hospitals and healthcare facilities primarily located
in Connecticut, the greater New York City area and northern New
Jersey.

                  About Onward Healthcare, Inc.

Onward Healthcare -- http://www.onwardhealthcare.com/-- is a
nationwide provider of per diem, travel, international, and
permanent placement services for nursing and allied healthcare
professionals to over 1,500 hospitals and healthcare facilities.
Onward is "Reinventing Healthcare Staffing" by providing
healthcare providers with customized, technology-driven human
capital solutions to efficiently manage the costs of contingent
labor.  Onward is headquartered in Norwalk, CT, with offices in
Burlington, MA, Cherry Hill, NJ, Crofton, MD, Livingston, NJ, New
Castle, DE, New York, NY, Providence, RI, and Wexford, PA.

                   About ATC Healthcare, Inc.

ATC Healthcare, Inc. -- http://www.atchealthcare.com/-- is a
national leader in medical staffing personnel to hospitals,
nursing homes, clinics, and other health care facilities with 54
locations and conducts business in 33 states. ATC provides
supplemental staffing, outsourcing and human resources solutions
to hospitals, nursing homes, medical and research facilities and
industry. Drawing from a pool of over 15,000 healthcare
professionals spanning more than 50 specialties, the Company
supplies both clinical and non-clinical personnel for short-term,
long-term, and "traveling" contract assignments.

                          *     *     *

               Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended Nov. 30, 2004,
filed with the Securities and Exchange Commission, the Company
said it received a waiver in perpetuity from HFG Healthco-4LLC
for non-compliance of certain Facility covenants as of August 31,
2004.

"Working capital was $(5.9) million as of November 30, 2004 as
compared to and $19.7 million on February 29, 2004," the Company
said in its regulatory filing.  "The decline in working capital is
primarily due to Classification of the Company's credit facility
as a current liability.  Excluding the credit facility, working
capital would have been $15.8 million as of November 30, 2004.
Excluding the credit facility the decline in working capital is
primarily related to a decrease in sales and the corresponding
decline in accounts receivable."

Management believes that the Company's capital resources are
sufficient to meet its working capital requirements for the next
twelve months.  The Company's existing cash and cash equivalents
are not sufficient to sustain its operations for any length of
time.

"The Company's revolving loan facility comes due in November 2005
and as such has been classified as a current liability as of
November 30, 2005," the Company said.  "The Company plans on
refinancing this loan facility prior to its expiration."

For the three months ended Nov. 30, 2004, ATC Healthcare posted a
$1,297,000 net loss, compared to a $5,047,000 net loss for the
same period in 2003.


AUTONATION INC: Moody's Holds Low-B Ratings on $950 Million Debts
-----------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of AutoNation,
Inc. and maintained the positive ratings outlook.  The affirmation
reflects AutoNation's:

   * consistent strong operating performance amidst continuing
     challenges arising from the difficulties of the domestic car
     manufacturers which have been losing market share and posting
     deteriorating financial results;

   * AutoNation's diverse business model;

   * flexible cost structure;

   * consistent cash flow generation; and

   * the resolution of pending contingencies.

The key rating drivers for AutoNation include:

   1) Managing growth and size.  Moderating its acquisition
      strategy to selectively target luxury/import franchises in
      an effort to diversify its brands together with a strong
      franchise network of over 350 franchises is a positive
      ratings driver.

   2) Brand and Geographic diversity.  Despite a demonstrated
      ability to withstand the eroding domestic OEM market share
      over the last few years, AutoNation's significant, albeit
      decreasing, concentration with the domestic OEMs, which
      collectively accounted for over 50% of 2004 new vehicle
      sales and slightly less than 50% of 2004 operating profit is
      a credit concern.  On the other hand, AutoNation's
      geographic diversity in 17 states with a significant
      concentration in the key sunbelt states of Florida,
      California and Texas is a credit positive.

   3) Cost structure and operating profitability.  AutoNation's
      variable cost structure with industry leading cost
      efficiency ratio's (SG&A/gross profit) in the low 70% range
      and strong operating margins (EBIT/gross profit) in the mid
      20% range are strong credit positives.

   4) Cash flows, financial policy, and flexibility.  The
      consistent generation of strong operating cash flow with
      over $550 million of retained cash flow and 30% retained
      cash flow/adjusted debt, coupled with modest adjusted
      leverage at 2.3x (adjusted debt/adjusted EBITDAR), is a
      credit strength.  Debt is adjusted to treat 25% of the floor
      plan payable as debt and to capitalize operating leases.
      The resolution of its contingent tax liabilities and other
      contingencies stemming from its disposed car rental business
      and former auto loan business is also positive as is
      AutoNation's liquidity with significant availability under
      its revolving credit facilities and mortgage facilities.

   5) Internal controls and corporate governance.  Improved
      corporate governance and a focus on a more centralized
      operating structure combined with strengthened financial
      controls are credit positives.

In addition, AutoNation's ratings reflect the competitive, highly
fragmented and commodity nature of the auto retailing business as
well as the fact that AutoNation has achieved its market dominance
through a roll-up strategy of acquiring various franchises.  The
Ba2 ratings of the secured bank facilities and senior unsecured
notes reflect their effective subordination to floor plan
obligations, which are secured by new vehicle inventory and
related accounts receivable, and existing and committed mortgage
facilities, but also recognize the benefit of guarantees from
operating companies and good asset coverage.

The continuing positive outlook reflects Moody's view that
AutoNation's diverse business model and targeted acquisition
strategy should enable it to withstand the domestic OEM
difficulties and further reduce its domestic OEM concentration and
maintain strong earnings and cash flows.  Nonetheless, Moody's
believes that the continuing operating difficulties of the
domestic OEMs will test AutoNation's business model and financial
flexibility over the next 12 to 18 months.

During this time, Moody's will assess AutoNation's ability to
withstand the uncertainties over the performance of the domestic
OEMs and will monitor the potential pressure this may have on its
highly profitable finance & insurance business and parts & service
business, which are partially driven by new vehicle sales.  During
this period, if AutoNation is able to sustain the level of
operational improvements seen over the last few years and continue
to maintain its industry leading margins in the mid 20% range,
keep adjusted leverage around 2.0x to 2.5x and maintain a retained
cash flow/adjusted debt ratio in excess of 30%, its ratings could
be upgraded.  Moody's would also expect AutoNation to continue
with a measured and moderate program of acquisitions and share
repurchases that will be financed by internal cash flow.

Conversely, if AutoNation's is not able to demonstrate resilience
through the domestic OEM uncertainties, if its highly profitable
F&I and P&S business exhibit unexpected signs of weakness or if
AutoNation significantly alters its financial policies, with
significant degradation in operating margins and operating cash
flow, AutoNation's rating outlook could stabilize or its ratings
could be downgraded.  The ratings outlook could stabilize if
operating margins fall to the low 20% range, retained cash flow
falls below $500 million or if retained cash flow/adjusted debt
falls to the mid 20% range.

These ratings are affected by this action:

   * $200 million senior secured credit facility due 2005,
     affirmed at Ba2;

   * $300 million senior secured credit facility due 2006,
     affirmed at Ba2;

   * $450 million senior unsecured notes due 2008,
     affirmed at Ba2;

   * Senior implied rating, affirmed at Ba1; and

   * Senior unsecured issuer rating, affirmed at Ba3.

Moody's does not rate the company's $3.9 billion floor plan
facilities or the company's $400 million mortgage facilities.

AutoNation, headquartered in Fort Lauderdale, Florida, is the
largest automotive retailer in the U.S.  It has over 350 new
vehicle dealerships, located predominantly in the Florida, Texas
and California, covering major metropolitan markets in 17 states.

In 2004, AutoNation had revenues of $19.4 billion.


AVADO BRANDS: To Receive $251,000 from Florida Lease Assignment
---------------------------------------------------------------
Avado Brands, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to assume and assign the Hops Northeast Florida Joint
Venture No. 1 lease to Creek Systems Franchising, LLC, for
$251,000.

Cono D'Alto, owner of the non-residential real property located in
Jacksonville, Florida, will be paid $9,375 to cure Avado's default
on the lease.  The assignment agreement allows for the transfer of
The Hops' rights and interests in the lease including certain
personal property within the premises.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.


AVAYA INC: Will Report 2005 Second Quarter Results Tomorrow
-----------------------------------------------------------
Avaya Inc. (NYSE: AV) plans to report fiscal second quarter 2005
results after the market close tomorrow, April 19, 2005.

Avaya also will host a conference call to discuss its financial
results at 5:00 p.m. EDT on April 19, 2005. A listen-only
broadcast of the conference call and presentation notes can be
accessed on the company's Web site at:

                  http://www.avaya.com/investors

You also may listen to a replay of the conference call beginning
at 8:00 p.m. EDT on April 19 through April 26, by dialing 800-642-
1687 within the United States and 706-645-9291 outside the
United States.  The replay access code is 4869246.

Avaya, Inc. -- http://www.avaya.com/-- designs, builds and
manages communications networks for more than one million
businesses worldwide, including more than 90 percent of the
FORTUNE 500(R).  Focused on businesses large to small, Avaya is a
world leader in secure and reliable Internet Protocol telephony
systems and communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis.  The outlook is revised to stable.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1. Moody's simultaneously withdrew the
ratings of the 11-1/8% senior secured notes that have been
substantially redeemed.  The ratings outlook is positive.

Ratings upgraded include:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.

Ratings withdrawn include:

   * Senior secured notes at B1.


AVOTUS CORP: Bares Going Private Deal with Jefferson Partners
-------------------------------------------------------------
Avotus(R) Corporation (TSX Venture: AVS) intends to seek
shareholder approval for a plan to take the Corporation private in
response to a proposal from Jefferson Partners, Avotus' largest
shareholder controlling approximately 15% of the outstanding
common shares and 72% of the outstanding preferred shares.

The Company's board of directors, acting on the recommendation of
a committee of independent directors of Avotus formed to consider
the proposal, has recommended to common shareholders that the
proposal be accepted.  The Company's management will distribute a
proxy circular in connection with the proposed transaction today,
April 18, 2005, to all holders of common shares of record on
April 14, 2005.

Avotus plans to effect the going-private transaction by way of a
share consolidation on the basis of one post-consolidation common
share for every 1,900,000 pre-consolidation common shares.
Following the consolidation, Avotus common shareholders who hold
less than one whole post-consolidation common share will receive a
cash payment of $0.25 per pre-consolidation common share.  This
cash payment represents a premium of approximately 79% over the
closing price of Avotus common shares on the TSX Venture Exchange
on April 11, 2005.  Holders of Avotus preferred shares as well as
holders of one or more post-consolidation common shares will
remain shareholders of Avotus following the consolidation.

Following the consolidation, Avotus will apply to have its common
shares de-listed from the TSX Venture Exchange and will apply to
the securities regulatory authorities in each jurisdiction where
it is currently a reporting issuer to cease to be a reporting
issuer.

The committee of independent directors, comprised of David Morris
and Douglas Moore, was established to evaluate whether the
proposed going-private transaction is in the best interest of
Avotus and fair to those common shareholders of Avotus that will
not continue as shareholders following the consolidation.  As part
of its review and analysis of the proposed transaction, the
Independent Committee engaged Ernst & Young Orenda Corporate
Finance, Inc., to provide an opinion as to the fairness, from a
financial point of view, of the cash consideration offered to the
Minority Shareholders and to provide a valuation of the company's
common shares.

After receiving and reviewing the fairness opinion and the
valuation report from E&Y, and after undertaking a review of:

   -- Avotus' strategic direction,

   -- anticipated significant financing requirements and
      availability,

   -- current capital structure, and

   -- public company reporting obligations,

the Board determined that the Corporation should restructure so as
to cease to be a public corporation.

The reasons for the Board's recommendation of the proposed
transaction include:

   * the liquidity opportunity presented as a consequence of the
     proposed transaction,

   * the value of the cash consideration and the premium to the
     recent trading range of Avotus' common shares,

   * the fairness opinion and valuation report from E&Y,

   * the fact that the consolidation will be subject to approval
     of the majority of the Minority Shareholders, and

   * the unlikelihood of a superior proposal emerging in light of
     Jefferson Partners' controlling position in Avotus.

The Company's Board of Directors, with interested directors
abstaining, unanimously approved the going-private transaction and
determined it to in the best interests of Avotus be fair to the
Minority Shareholders.

                        Debt Financing

In connection with the going private transaction, Jefferson
Partners has committed to provide Avotus with debt financing to
provide sufficient funds to redeem all fractional common shares
following the consolidation, up to a maximum of $2.8 million.

Jefferson Partners has also committed to provide Avotus with
additional debt financing to support the funding of its 2005
business plan, up to a maximum of $4 million.

Affiliates of Jefferson Partners, holding 3,805,399 common shares
and 59,835,266 series A preferred shares and the board of
directors of Avotus have indicated that they will vote in favour
of the consolidation.  Shareholders holding an aggregate of
4,718,104 common shares and 20,601,964 series A preferred shares,
including Roynat Capital Inc. (which holds 1,981,684 common shares
and 10,394,754 preferred shares) and certain former shareholders
of Formity Systems, Inc. (which hold 1,082,755 common shares and
10,207,210 preferred shares), have entered into support agreements
with Avotus and an affiliate of Jefferson Partners whereby they
have agreed, among other things, to vote in favour of the
consolidation.  Of the shareholders who have indicated their
support for the consolidation, 4,242,284 common shares are held by
shareholders who will be included among the Minority Shareholders.
It is anticipated that additional shareholders will enter into
support agreements with Avotus and a subsidiary of Jefferson
Partners following the date hereof setting out their agreement to
vote in favour of the consolidation as well as the terms of their
ongoing involvement as shareholders of Avotus following the
consolidation.  As continuing shareholders, the shareholders,
including Jefferson Partners and Roynat Capital Inc., will not be
included among the Minority Shareholders.

                        May 16 Annual Meeting

Avotus plans to solicit common shareholder approval for the going-
private transaction coincident with its annual meeting of
shareholders on May 16, 2005.  The annual and special meeting will
be held at Avotus' head office at 110 Matheson Boulevard West,
Suite 300, Mississauga, Ontario.

Avotus Corporation -- http://www.avotus.com/-- provides solutions
that dramatically reduce the cost and complexity of enterprise
communications.  Intelligent Communications Management is Avotus'
unique model for a single, actionable environment that enables any
company to bring together decision-critical information about
communications expense management, procurement and systems usage
for wired, wireless and VoIP systems.  Deployed as an onsite or
hosted application, or as a completely outsourced value-added
managed solution, Avotus enables dramatic savings while improving
productivity and efficiency.  Avotus is empowering Fortune 500
companies as well as thousands of other organizations worldwide to
gain insight into and control over their communications
environment.  Its solutions are strongly supported and endorsed by
industry-leading partners such as Avaya, Cisco, and Nortel.

At September 30, 2004, Avotus Corporation's balance sheet deficit
narrowed to $536,144 compared to a $16,881,103 deficit at
December 31, 2003.


BROWN SHOE: S&P Rates Proposed $150M Senior Unsecured Notes BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on specialty footwear retailer and wholesaler Brown
Shoe Co. Inc.  The rating was removed from CreditWatch, where it
was placed with negative implications on March 16, 2005.  The
outlook is negative.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Brown Shoe's proposed $150 million senior unsecured notes due
2012.  These notes, to be offered pursuant to Rule 144A with
registration rights, are rated one notch below the corporate
credit rating due to the substantial amount of priority debt in
the capital structure (including borrowings from the company's
$350 million secured revolving credit facility) relative to total
assets.  Pro forma for the transaction, total funded debt reaches
about $307 million.

The rating affirmation is based on Standard & Poor's expectations
that improvement in earnings over the next few years could
contribute to a gradual restoring of credit measures to levels
more appropriate for the rating, despite a moderate increase in
debt leverage due to the debt-financed acquisition.

Brown Shoe entered into a definitive agreement to acquire
privately held Bennett Footwear Group LLC for $205 million in
cash, representing a 2004 EBITDA multiple of 6x-7x.  In addition,
terms provide for performance-based payments of up to $42.5
million over a three-year period if certain financial targets are
met.  This transaction is expected to close in May 2005.

"The speculative-grade rating on Brown Shoe Co. Inc. is based on
the company's participation in the mature, competitive, and
fragmented wholesale and retail footwear businesses, as well as
low operating margins relative to those of its peers and
substantial debt leverage," said Standard & Poor's credit analyst
Ana Lai.  "These factors are tempered by the company's good
position as the largest specialty family footwear retailer and a
diversified sourcing and wholesale customer base."


BROWN SHOE: Moody's Puts B1 Rating on $150M Senior Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Brown Shoe
Company, Inc.:

   * Senior Implied of Ba3;

   * $150 Million guaranteed senior unsecured notes due 2012 of
     B1;

   * Issuer Rating of B2;

   * Speculative Grade Liquidity Rating of SGL-2.

The outlook is stable.  The proceeds of the senior unsecured notes
along with on balance sheet cash, and borrowings under the
existing revolving credit facility will be used to finance the
acquisition of Bennett Footwear.  The transaction value is
approximately $205 million.  In addition, the purchase agreement
contains a clause that the sellers may receive up to an additional
$42.5 million in contingent payments that will be earned upon the
achievement of certain performance targets.

The senior implied rating of Ba3 reflects:

   * the company's solid portfolio of established brands;

   * multiple format platform which includes retail, wholesale,
     and internet; and

   * after the Bennett acquisition a broad price point coverage
     which includes the low end discount chain through the bridge
     lines offered at the high end department stores.

The rating also considers the recent improvement in the Famous
Footwear division and Moody's opinion that the Bennett acquisition
makes strategic sense by adding three solid higher end brands
(Etienne Aigner, Via Spiga, and Franco Sarto) which fill in a part
of the shoe market where Brown Shoe did not have a presence.  The
rating is constrained by the additional leverage to finance the
acquisition, which results in leverage and free cash flow metrics
appropriate for the rating category.  The rating is also
constrained by the potential earn out payment to the former owners
of Bennett which will limit Brown Shoe's ability to reduce
leverage over the next three years.  In addition, the rating is
also constrained by the overall weakness in the department store
sector, Moody's expectation that the Federated/May acquisition
will likely result in door closings, and the losses being incurred
at the retail Naturalizer division.  The ratings also incorporate
the seasonality and fashion risk associated with specialty retail
as well as the replenishment nature of shoes.

Pro forma for the transaction, sales for the fiscal year ended
January 31, 2005, were $2.1 billion generating adjusted EBITDA of
$134.7 million and EBITDA margin of 6%.  Adjusted debt/EBITDAR was
5.0x, free cash flow to debt was 5.9%, and total coverage was
1.9x.

The senior unsecured notes are notched down by one from the senior
implied due to their effective subordination to the $350 million
senior secured credit facility, as well as the expected usage
under the revolving credit facility.  The $350 million credit
facility is secured by all assets of the company.  The senior
unsecured notes and the credit facility have the same subsidiary
guarantees.  The issuer rating is notched down from the senior
notes because the issuer rating assumes no guarantees.

The speculative grade liquidity rating of SGL-2 liquidity rating
reflects good liquidity, and that the company's internally
generated cash flow and cash on hand will be sufficient to fund
its working capital, capital expenditures, dividends, and the
accrued payout for the next 12-18 months.  The company's
operations are seasonal with approximately 40% of operating income
(approximately 40%) incurred during the third quarter back to
school selling season.  The SGL-2 also reflects the ample
availability under the $350 million revolving credit facility.

The stable outlook reflects Moody's expectation that there will be
a minimal reduction in debt over the next 18 months and that
therefore credit metrics will remain at levels appropriate for the
Ba3 rating category.  In addition, the stable outlook reflects
Moody's expectation that the company will maintain adequate
liquidity.

Ratings could move upward should performance improve and debt
reduce such that adjusted debt/EBITDAR be maintained below 4.75x
and FCF/Debt be maintained above 10%.  Notching between the senior
implied and the senior unsecured notes could be narrowed should
borrowings under the revolver be dramatically reduced such that
the senior notes represent the dominant piece of the capital
structure.

Ratings could move downward should liquidity deteriorate or
operating performance decline such that adjusted debt to EBITDAR
is sustained above 5.5x or total coverage is sustained below 1.5x,
or the free cash flow to debt declines below current levels.

Brown Shoe Company, Inc., headquartered in St. Louis, Missouri, is
a retailer and wholesaler of footwear that owns approximately
1,300 Famous Footwear, Naturalizer, and F.X. LaSalle stores in the
U.S. and Canada.  FY 2004 revenues were approximately $1.9
Billion.


CAPITALSOURCE: Fitch Rates $71.875 Floating-Rate Notes at BB
------------------------------------------------------------
Fitch Ratings assigns the following ratings to CapitalSource
Commercial Loan Trust 2005-1:

   -- $425,000,000 class A-1 floating rate asset backed notes, due
      March 22, 2010 'AAA';

   -- $468,750,000 class A-2 floating-rate asset backed notes, due
      Feb. 20, 2014 'AAA';

   -- $62,500,000 class B floating-rate deferrable asset-backed
      notes, due Feb. 20, 2014 'AA';

   -- $103,125,000 class C floating-rate deferrable asset-backed
      notes, due Feb. 20, 2014 'A';

   -- $62,500,000 class D floating-rate deferrable asset-backed
      notes, due Feb. 20, 2014 'BBB';

   -- $71,875,000 class E floating-rate deferrable asset-backed
      notes, due Feb. 20, 2014 'BB'.

The ratings are based upon the credit quality of the underlying
assets, the credit enhancement provided to the capital structure
through subordination and excess spread, and the strength of
CapitalSource Finance LLC as Servicer to the portfolio assets.

The ratings of the classes A-1 and A-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as well as the stated balance of principal by the legal
final maturity date, as per the governing documents.  The ratings
of the classes B, C, D, and E notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the legal
final maturity date, as per the governing documents.

The notes are supported by the cash flows of an asset portfolio
consisting of high-yield loans to middle-market U.S. businesses,
the majority of which are privately owned.  The loans were made
for the purpose of working capital, growth, acquisitions, and
recapitalizations.  The loan obligors primarily operate in the
health care, real estate, business services, and broadcast and
media sectors.  Approximately 87.1% of the loans are senior
secured loans, 8.5% are senior B loans, with the remaining balance
consisting of subordinate and unsecured obligations.  The
portfolio has a weighted average rating of approximately 'B+/B'.

The pool has 145 loan obligors.  The largest single obligor
exposure is 4%, which is similar to the CapitalSource Commercial
Loan Trust 2004-2 transaction.  There is some concentration with
respect to industry exposure, specifically in health care and real
estate, which was addressed in the Fitch Vector Model.  It is
important to note that the portfolio will generally be a static
pool.  There will be no discretionary trading; however,
substitutions for specified reasons will be allowable up to 20% of
the aggregate net outstanding portfolio balance.  Prior to the
occurrence of a sequential pay event, the structure pays principal
pro rata amongst all the classes of notes, and sequentially within
classes A-1 and A-2.  If a sequential pay event occurs the notes
are paid down sequentially.  However, within the class A notes,
the class A-1 and A-2 notes will receive principal pro rata,
unless a class A trigger event occurs.

As part of the rating process for this transaction, Fitch stressed
the underlying asset portfolio with a variety of default and
interest rate scenarios, designed to simulate varying economic
conditions.  For further details on the stress tests Fitch
employed while rating CapitalSource Commercial Loan Trust 2005-1,
please refer to the pre-sale report dated April 6, 2005, on the
Fitch Ratings web site at http://www.fitchratings.com/


CHESAPEAKE ENERGY: Launching $600 Million Private Debt Offering
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) is commencing a private
placement offering to eligible purchasers of $600 million of a new
issue of senior notes due 2016.  The notes are expected to be
eligible for resale under Rule 144A.  The private offering, which
is subject to market and other conditions, will be made within the
United States only to qualified institutional buyers, and outside
the United States only to non-U.S. investors under regulation S of
the Securities Act of 1933.

Chesapeake intends to use the net proceeds from the offering to
partially fund approximately $686 million of recently announced
acquisitions of oil and gas properties, or in the event the
acquisitions are not consummated, to repay debt under its bank
credit facility.

The new notes have not been registered under the Securities Act of
1933 or applicable state securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state laws.  This announcement shall not constitute
an offer to sell or a solicitation of an offer to buy the new
notes.

                       About the Company

Chesapeake Energy Corporation is the fourth largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast and
Ark-La-Tex regions of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
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.

S&P said 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.


COMMUNITY HOME: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Community Home Health Svcs Inc Plus
        4373 E Livingston Ave
        Columbus, Ohio 43227

Bankruptcy Case No.: 05-55750

Type of Business: The Debtor is home health care service provider.

Chapter 11 Petition Date: April 8, 2005

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Grady L. Pettigrew, Esq.
                  Cox Stein & Pettigrew Co. LPA
                  115 W. Main, 4th Floor
                  Columbus, Ohio 43215
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: $50,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CONGOLEUM CORP: Moody's Withdraws Ratings Due to Ch. 11 Filing
--------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Congoleum
Corp. due to the company's voluntary filing of Chapter 11 and the
Bankruptcy Court's authorized entry of a final order approving
Congoleum's debtor-in-possession financing.

Ratings for these issues will be withdrawn:

   * $100 million Senior notes, due 8/01/08, rated Ca;
   * Senior Implied, rated Caa2;
   * Issuer Rating, rated Ca.

Moody's has withdrawn this rating because of the issuer's
bankruptcy proceedings.  Please refer to Moody's Withdrawal Policy
on http://moodys.com/ Congoleum's Chapter 11 filling occurred
December 31, 2003 as a result of asbestos litigation.  The
company's proposed plan of reorganization is expected to allow the
company to resolve claims related to use of asbestos in its
products decades ago.  The proposed plan, subject to court
approval, is expected to leave non-asbestos creditors unimpaired.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures sheet-vinyl, vinyl-floor
tile, and plank flooring products.  Congoleum is a 55% owned
subsidiary of American Biltrite Inc. (AMEX:ABL). 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.


COX TECHNOLOGIES: Will Make Final Distribution to Shareholders
--------------------------------------------------------------
Cox Technologies, Inc.'s (OTCBB: COXT) board of directors has
approved a final cash distribution to its shareholders out of the
proceeds of the sale of substantially all of its assets to
Sensitech Inc.  The company will make the final distribution to
each shareholder of record as of the cessation of trading in its
common stock on January 17, 2005, of $0.0271 for each share of Cox
Technologies common stock held as of that date.  Cox Technologies
will initiate the distribution immediately.

                        About the Company

On April 16, 2004, Cox Technologies sold substantially all of its
assets to Sensitech, Inc., for cash and is currently engaged in
the process of orderly liquidation of its remaining assets, the
winding up of its business and operations, and the dissolution of
the Company.


DALLAS AEROSPACE: Ch. 7 Trustee Taps Passman & Jones as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Scott M. Seidel, the Chapter 7 Trustee for the estate of Dallas
Aerospace, Inc., permission to employ Passman & Jones, P.C., as
his counsel.

The Court converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding on Jan. 24, 2005.

Passman & Jones will:

   a) provide legal advice to Mr. Seidel with regard to his
      powers, duties and responsibilities as a Chapter 7 Trustee
      in the Debtor's liquidation proceeding;

   b) prepare on behalf of Mr. Seidel, all necessary applications,
      motions, answers, orders, reports and other legal papers;

   c) investigate and prosecute preference and fraudulent transfer
      actions arising under the avoidance powers of the Bankruptcy
      Code;

   d) appear for, prosecute, defend and represent Mr. Seidel and
      the estate's interest in suits arising in or related to the
      Debtor's previous chapter 11 case and the present chapter 7
      liquidation proceeding; and

   e) perform all other legal services for Mr. Seidel that are
      necessary in the Debtor's chapter 7 proceeding.

The hourly rates of Passman & Jones' professionals performing
services to the Trustee are:

      Designation         Hourly Rate
      -----------         -----------
      Shareholders        $200 - $400
      Associates          $165 - $225
      Paralegals           $75 - $120

Passman & Jones assures the Court that it does not represent any
interest materially adverse to Mr. Seidel, the Debtor or its
estate.

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


DECISIONONE CORP: Wants to Continue with Ordinary Course Experts
----------------------------------------------------------------
DecisionOne Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to continue to retain, employ
and pay professionals it turns to in the ordinary course of its
business without bringing formal employment applications to the
Court.

In the day-to-day operation of its business, the Debtor regularly
avails of the services of various attorneys, accountants,
actuaries, consultants and other professionals to represent the
company in matters arising in the ordinary course of its business
that are unrelated to its chapter 11 case.

Because of the complexity of its business, the Debtor submits
it would be costly and time-consuming to require each Ordinary
Course Professional to apply for separate employment and
compensation applications to the Court because the costs of those
applications would be significant and be borne by the Debtor's
estate.

The Debtor assures the Court that:

   a) Ordinary Course Professionals will be paid 100% of the fees
      and disbursements incurred;

   b) every three months, beginning on the quarter after the Court
      approves its request and ending on Plan confirmation, the
      Debtor will file with the Court a quarterly statement
      containing:

         (i) the name of each Ordinary Course Professional;

        (ii) the monthly fees and reimbursement of expenses for
             each of the Ordinary Course Professional for the
             quarter, and

      (iii) a list of any additional Ordinary Course
            Professionals that are retained or utilized after
            Jan. 4, 2005;

   c) each quarterly statement be served on the Office of the U.S.
      Trustee and counsel for any statutory creditors committee
      that may be appointed in the Debtor's chapter 11 case; and

   d) in the event that an Ordinary Course Professional's fees and
      expenses exceeds $25,000 per month, that Professional will
      be required to seek a formal approval from the Court.

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

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  When the
Debtor filed for protection from its creditors, it listed total
assets of $107 million and total debts of $273 million.


DOCTORS HOSPITAL: Section 341(a) Meeting Slated for June 7
----------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Doctors Hospital 1997 LP's creditors at 10:00 a.m., on
June 7, 2005, at 515 Rusk Avenue, Suite 3516 in Houston, Texas.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DOCTORS HOSPITAL: U.S. Trustee Forms 4-Member Creditors' Committee
------------------------------------------------------------------
The United States Trustee for Region 7 appointed four creditors to
serve on an Official Committee of Unsecured Creditors in Doctors
Hospital 1997 LP's chapter 11 case:

                1. American Health First
                   Attn: Alphine H. Freeman
                   5300 Hollister, Suite 510
                   Houston, Texas 77040
                   Tel: 713-895-7131, Fax: 713-895-7231

                2. Rad Mart X-Ray
                   Attn: John Burnett
                   2323 Clear Lake City Boulevard #180-168
                   Houston, Texas 77062
                   Tel: 713-446-4016, Fax: 281-335-3360

                3. Gulf Coast Regional Blood Center
                   Attn: Connie Foland
                   1400 La Concha Lane
                   Houston, Texas 77054
                   Tel: 713-791-6348, Fax: 713-791-6644

                4. Specialty Laboratories Inc.
                   Attn: Erin Jones
                   27027 Tourney Road
                   Valencia, California 91355
                   Tel: 800-421-7110, Fax: 661-799-5256

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

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DOLE FOOD: Extends $325 Million Cash Tender Offer Until Today
-------------------------------------------------------------
Dole Food Company, Inc., extended the expiration date for its cash
tender offer for up to $325 million aggregate principal amount of
its outstanding debt securities to 10:00 a.m., New York City time,
on April 18, 2005.  The settlement date of the Offer is expected
to be on or about April 18, 2005.

As of 5:00 p.m., New York City time, on April 14, 2005, holders
had tendered approximately $427.1 million in aggregate principal
amount of the 8-7/8% Senior Notes due 2011, $210.4 million in
aggregate principal amount of the 8-5/8% Senior Notes due 2010,
and $116.5 million in aggregate principal amount of the 7-1/4%
Senior Notes due 2010.  Based on the results to date, $275 million
principal amount of the 8-7/8% Notes and $50 million principal
amount of the 8-5/8% Notes will be accepted in the Offer, subject
to the terms and conditions of the Offer.

The complete terms and conditions of the Offer are set forth in
the Offer to Purchase dated March 18, 2005, as supplemented
April 1, 2005.  Holders are urged to read the tender offer
documents carefully.

Banc of America Securities LLC is the exclusive dealer manager for
the Offer.  Questions regarding the Offer may be directed to Banc
of America Securities LLC, High Yield Special Products, at 888-
292-0070 (U.S. toll-free) and 704-388-4813 (collect).  Copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from the Information Agent for the Offer, Global Bondholder
Services Corporation, at 866-937-2200 (U.S. toll-free) and 212-
430-3774 (collect).

This press release is neither an offer to purchase, nor a
solicitation for acceptance of the Offer.  Dole is making the
Offer only by, and pursuant to the terms of, the Offer to
Purchase.

                        About the Company

Dole Food Company, Inc., with 2004 revenues of $5.3 billion, is
the world's largest producer and marketer of high-quality fresh
fruit, fresh vegetables and fresh-cut flowers.  Dole markets a
growing line of packaged and frozen foods and is a produce
industry leader in nutrition education and research.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed Dole's B1 senior implied rating
and assigned a Ba3 to the company's planned new senior secured
$300 million revolving credit facilities, $350 million term loan
A, and $350 million term loan B.  Moody's also affirmed its
ratings on Dole's existing debt.  Moody's said the ratings outlook
remains stable.


E*TRADE ABS: Fitch Junks Mezzanine Floating- & Fixed-Rate Notes
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions on classes of
notes issued by E*TRADE ABS CDO I, Ltd., as issuer, and E*TRADE
ABS CDO I, LLC, as co-issuer:

These classes of notes have been affirmed:

   -- $78,156,505 class A-1 first priority senior secured
      floating-rate notes due 2017 'AAA';

   -- $50,000,000 class A-2 second priority senior secured
      floating-rate notes due 2032 'AAA'.

These classes of notes have been downgraded:

   -- $25,000,000 class B third priority senior secured floating-
      rate notes due 2037 to 'BBB' from 'A-';

   -- $9,187,721 class C-1 mezzanine secured floating-rate notes
      due 2037 to 'CCC' from 'B+';

   -- $3,326,401 class C-2 mezzanine secured fixed-rate notes due
      2037 to 'CCC' from 'B+';

   -- $12,500,000 preference shares due 2037 to 'CC' from 'CCC-';

   -- $4,950,692 composite securities due 2037 to 'CC' from 'CCC-'

E*TRADE I is a static cash flow collateralized debt obligation --
CDO -- managed by E*TRADE Global Asset Management, Inc.  E*TRADE
I, which closed Sept. 26, 2002, is a diversified portfolio of
asset-backed securities -- ABS, residential mortgage-backed
securities -- RMBS, commercial mortgage-backed securities -- CMBS,
and CDOs.  Included in this review, Fitch had discussions with
E*TRADE Global Asset Management, Inc. (rated 'CAM2' by Fitch),
regarding the current state of the portfolio.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio and conducted cash flow modeling of
various default timing and interest rate stress scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

The current rating actions are a result of continued deterioration
in the credit quality of E*TRADE I's collateral pool, the negative
impact of the interest rate hedge, and the class C notes
capitalizing as a result of insufficient interest proceeds
available to pay interest to this class on the October 2004 and
January 2005 distribution dates.  In addition, on Sept. 20, 2004,
an event of default was triggered as a result of the net
outstanding portfolio balance falling below the aggregate
principal balance of Notes.

Since the last rating action on June 30, 2004, the class A/B
overcollateralization -- OC -- and class C OC ratios decreased to
105.38% and 97.98%, respectively, as of March 31, 2005, from
107.23% and 100.82%.  The weighted average rating factor increased
to 23 from 20 and three collateral positions have had their
principal balances written down, indicating additional future
default in the portfolio.  In addition, E*TRADE I is considerably
over-hedged and continues to suffer from the low interest rate
environment.

Interest proceeds available to pay E*TRADE I's notes have
undergone stress largely attributable to an interest rate swap in
place to hedge the mismatch between fixed-rate collateral
(currently $55.7 million, excluding defaults) and floating-rate
liabilities (currently $174 million inclusive of the preference
shares).  As a result, Fitch determined that the current ratings
assigned to the class B notes, classes C-1 and C-2 notes,
preference shares, and composite securities no longer reflect the
current risk to their respective noteholders.

The ratings on the classes A-1 and A-2 notes (together, the class
A notes) and B notes address the timely payment of interest and
ultimate payment of principal, whereas the ratings on the class C
notes address the ultimate payment of interest and principal.  The
rating on the preference shares addresses the ultimate payment of
the initial preference share rated balance and the ultimate
receipt of payments that result in a yield on the preference share
rated balance equivalent to 2% per annum.  The rating on the
composite securities addresses the ultimate payment of the initial
composite securities rated balance and the ultimate receipt of
payments that result in a yield on the composite securities rated
balance equivalent to 4.66% per annum.

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/


EVERFRESH PRODUCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Everfresh Produce Market, Inc.
        Chartley Plaza, 2 Chartley Drive
        Reisterstown, Maryland 21136

Bankruptcy Case No.: 05-18844

Type of Business: The Debtor is a grocery store operator.

Chapter 11 Petition Date: April 15, 2005

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, Maryland 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Great Atlantic &              Rent                      $387,478
Pacific Tea Company
2 Paragon Drive
Montvale, NJ 07645

Shamis, Miki                  Personal loan             $300,000
300 Bonnie Meadow Circle
Reisterstown,
MD 21136-6202

Sklar, Jason                  Personal loan             $154,000
10811 Red Run Boulevard
Suite 100
Owings Mills, MD 21117

Askenazi, Steve               Personal loan             $125,000

Kofman, Miki                  Personal loan             $100,000

Cardoni Waddell               Trade debt                 $57,375

Shpigel, Alex                 Personal loan              $50,000

International Protit          Professional fees          $48,775
Associates, Inc.

IWIF                          Insurance                  $41,884

Edward G. Rahll &             Trade debt                 $38,937
Sons, Inc.

L&M Produce                   Trade debt                 $32,260

BGE                           Trade debt                 $29,077

Sachs, Stewart                Bank loan                  $27,000

Sudano                        Trade debt                 $21,558

GE Commercial                 Bank loan                  $19,882

Hankoff Insurance             Insurance                  $18,942
Group, Inc.

Amros                         Trade debt                 $15,234

The L Holloway                Trade debt                 $14,408

Royal Swet                    Trade debt                 $12,210

Wachovia Bank, N.A.           Bank loan                  $11,962


FAIRCHILD SEMI: Posts $10.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Fairchild Semiconductor (NYSE: FCS), the leading global supplier
of products that optimize system power, reported results for the
first quarter ended March 27, 2005.  Fairchild reported first
quarter sales of $362.8 million, a 9% decrease from the first
quarter of 2004 and 4% lower than the prior quarter.

Fairchild reported a first quarter net loss of $10.4 million,
compared to net income of $13.0 million in the first quarter of
2004 and net income of $15.8 million in the prior quarter.  As
previously announced, included in this quarter's results are
$23.9 million in expenses associated with calling our 10-1/2%
senior subordinated notes in February.  We also recorded
$4.1 million of restructuring expenses related to employee
severance.  Gross margin was 23.1%, 320 basis points lower than
the first quarter of 2004 and 250 basis points lower sequentially.

Fairchild reported first quarter pro forma net income of
$12.5 million, compared to pro forma net income of $21.4 million
in the first quarter of 2004 and $24.8 million in the prior
quarter.  Pro forma net income excludes amortization of
acquisition-related intangibles, restructuring and impairments,
expenses associated with calling the notes, and other items.

"We increased power products to a record 76% of total sales in the
first quarter," said Kirk Pond, Fairchild's president, CEO and
chairman of the Board.  "Since we started the company in 1997,
we've grown our power sales from less than $90 million to nearly
$1.2 billion in 2004.  In the first quarter, our power sales were
down less than 3% sequentially, once again highlighting the
greater stability of this business.  We reached a significant
milestone by shipping over one million smart power modules
(SPM(TM)) in the first quarter.  These highly integrated, complete
power management solutions sell for $5 to $6 a piece, a
significant increase from our overall average selling prices.
Fairchild continues to make solid progress focusing our business
on the fast-growing power market."

                           End Markets

"Order rates were strong in January, then as expected, slowed in
February during the Chinese New Year holidays," explained Mr.
Pond.  "Bookings did improve in March over the February levels,
but were lower than January and less than seasonal.  Order rates
were strongest for our products serving the computing, power
supply and communications end markets, while orders for displays,
monitors, and consumer products were weaker."

                     First Quarter Financials

"We paid off the last of our high yield notes this quarter, which
will significantly reduce our interest expense and improve our
cash flow going forward," said Matt Towse, Fairchild's senior vice
president and chief financial officer.  "Based on current interest
rates, we expect to save nearly $25.0 million in pre-tax net
interest expense this year compared to 2004.

"Gross margins were 23.1% in the first quarter," stated Towse.
"Margins were impacted primarily by lower prices due to aggressive
competition for standard products as well as a mix shift in our
analog business."

                     Second Quarter Guidance

"In the second quarter, we expect revenue to be flattish and gross
margins to be flat to slightly higher sequentially," said Mr.
Towse.  "Our backlog entering the quarter was slightly lower than
a quarter ago, so we'll need to book and ship a higher percentage
of our sales in the second quarter compared to the first quarter.
Lead times are shorter than a quarter ago, especially for our high
power switches, which we expect will help us to achieve the
bookings we need to meet our revenue guidance this quarter.  Our
current backlog also indicates firmer pricing and a better mix
than the prior quarter.  At current interest rates, we forecast
net interest expense to be about $6.2 million per quarter for the
rest of 2005.

"I'm excited about our potential as we look to the future.  In
just eight years we've built the world's leading power
semiconductor business, building a great foundation of operations
and process capabilities.  Our fab processes are at the leading
edge of the industry and our packaging capabilities are
exceptional.  We have consistently generated cash during this time
which has enabled us to de-lever and strengthen our balance sheet.
Under the leadership of our new CEO, Mark Thompson, we are firmly
committed to delivering more innovative power semiconductor
solutions and driving higher, and more stable gross margins and
earnings throughout the business cycle."

                        About the Company

Fairchild Semiconductor (NYSE: FCS) --
http://www.fairchildsemi.com/-- is the leading global supplier of
high performance power products critical to today's leading
electronic applications in the computing, communications,
consumer, industrial and automotive segments.  As The Power
Franchise(R), Fairchild offers the industry's broadest portfolio
of components that optimize system power through minimization,
conversion, management and distribution functions.  Fairchild's
9,000 employees design, manufacture and market power, analog &
mixed signal, interface, logic, and optoelectronics products from
its headquarters in South Portland, Maine, USA and numerous
locations around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Moody's Investors Service assigned a Ba3 to the new $450 million
term loan of Fairchild Semiconductor, withdrew the rating on the
previous $300 million term loan, and affirmed the remaining
ratings.  Fairchild's rating outlook was changed to positive from
stable.  The new rating and affirmations assume the redemption of
the company's $350 million outstanding 10.5% subordinated notes
using loan proceeds and cash on hand.

The new rating assigned is:

   * $450 million guaranteed senior secured term loan maturing
     2010 of Ba3

The ratings affirmed are:

   * Senior implied rating of Ba3;
   * Speculative Grade Liquidity Rating of SGL-1;
   * Senior unsecured issuer rating of B1;
   * $180 million revolving credit facility maturing 2007 rated
     Ba3

The rating to be withdrawn following its redemption is:

   * $350 million 10.5% senior subordinated notes rated B2

The rating withdrawn is:

   * $300 million guaranteed senior secured term loan rated Ba3


FALCONBRIDGE LTD: Holds 9.2% Equity Stake in Blackstone Ventures
----------------------------------------------------------------
Falconbridge Limited (TSX:FL) acquired 1.5 million units in the
capital stock of Blackstone Ventures Inc. by private transaction,
representing approximately 9.2% of the issued and outstanding
common shares of Blackstone.  Each Unit consists of one common
share and one common share purchase warrant.

Falconbridge has both control and ownership over the Units.  As a
result of the acquisition, Falconbridge holds 3,312,055 common
shares and 2,035,715 common share purchase warrants, representing
approximately 15.3% of the issued and outstanding common shares of
Blackstone (after giving effect to the exercise of the warrants).

Falconbridge and Blackstone entered into a Purchase and Sale
Agreement made as of June 6, 2004, pursuant to which Falconbridge
sold all of the common shares of Kenbridge Nickel Mines Limited as
well as Kenbridge mining claims owned by Falconbridge in exchange
for the Units.  The acquisition of the Units by Falconbridge was
for investment purposes only and not with the purpose of
influencing control or direction over Blackstone.  Falconbridge
may, in the ordinary course of its business, increase or decrease
its holdings in Blackstone.

Falconbridge Limited is a leading producer of nickel, copper,
cobalt and platinum group metals.  Its common shares are listed on
the Toronto Stock Exchange under the symbol FL.  Falconbridge is
owned by Noranda Inc. of Toronto (58.8%) and by other investors
(41.2%).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2004,
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian national scale ratings to diversified metal and
mining company Falconbridge Ltd.'s C$78 million par value
cumulative preferred shares series 3.  At the same time, all other
ratings on Falconbridge, including the 'BBB-' corporate credit
rating, were affirmed.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


FISHER SCIENTIFIC: Launching Cash Tender Offer for 8-1/8% Notes
---------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) is commencing a
cash tender offer for all $304 million principal amount of its
outstanding 8-1/8 percent senior subordinated notes due 2012.

The company is offering to purchase the 8-1/8 percent notes at a
price per $1,000 principal amount based on the sum of:

     (1) the present value of $1,040.63, the redemption price on
         May 1, 2007, and

     (2) the present value of the scheduled interest payments
         through May 1, 2007.

The present value will be calculated using a discount rate equal
to a fixed spread of 75 basis points over the yield of the 3-3/4
percent U.S. Treasury Note due March 31, 2007.

In connection with the tender offer, the company is soliciting
consents to proposed amendments to the indenture governing the
notes, which would eliminate substantially all of the restrictive
covenants and amend certain events of default.  Holders who tender
on or prior to the consent payment deadline will receive the total
consideration described above, which includes a $30.00 consent
payment per $1,000 principal amount of notes.  Holders who tender
after the consent payment deadline will receive the total
consideration minus the $30.00 consent payment.  The consent
payment deadline is 5 p.m., Eastern Daylight Time (EDT), on
April 27, 2005. Holders who validly tender their notes by the
consent payment deadline will receive payment on or about
April 29, 2005.

The tender offer is scheduled to expire at midnight, EDT, on
May 11, 2005, unless extended or earlier terminated.  However, no
consent payments will be made in respect of notes tendered after
the consent payment deadline.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including a requisite consent
condition and other general conditions.

Requests for documents may be directed to Global Bondholder
Services Corporation, the depositary and information agent for the
offer, at 212-430-3774 (collect) or 866-804-2200 (U.S. toll-free).
Additional information concerning the tender offer and consent
solicitation may be obtained by contacting Banc of America
Securities LLC, High Yield Special Products, at 704-388-9217
(collect) or 888-292-0070 (U.S. toll-free).

                        About the Company

Fisher Scientific International Inc. (NYSE: FSH) provides products
and services to the scientific community.  Fisher facilitates
discovery by supplying researchers and clinicians in labs around
the world with the tools they need.  The Company serves
pharmaceutical and biotech companies; colleges and universities;
medical-research institutions; hospitals; reference, quality-
control, process-control and R&D labs in various industries; as
well as government agencies.  From biochemicals, cell-culture
media and proprietary RNAi technology to rapid-diagnostic tests,
safety products and other consumable supplies, Fisher provides
more than 600,000 products and services.

Founded in 1902, Fisher Scientific --
http://www.fisherscientific.com/-- is a FORTUNE 500 company and
is a component of the S&P 500 Index.  Fisher has approximately
17,500 employees worldwide, and annual revenues are expected to
exceed $5.5 billion in 2005.

                          *     *     *

Moody's Investors Service and Standard & Poor's assigned single-B
ratings to Fisher Scientific's:

   -- 6-3/4% senior subordinated notes due Aug. 15, 2014,
   -- 8% senior subordinated notes due Sept. 1, 2013, and
   -- 8-1/8% senior subordinated notes due May 1, 2012.


FOSTER WHEELER: S&P Junks $261 Million Senior Secured Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hamilton, Bermuda-based Foster Wheeler to 'B-' from
'SD'.

At the same time, Standard & Poor's assigned its 'CCC+' senior
secured rating to the company's $261 million of 10.539% senior
secured notes due 2011.  The company's preferred stock is still in
default.  The outlook is negative.

"We believe that Foster Wheeler has limited flexibility to carry
out its near-term strategic business plan without potential
adverse consequences for bondholders and other obligors," said
Standard & Poor's credit analyst Joel Levington.  "A failure to
profitably increase the backlog in the near term, or to maintain
sufficient domestic liquidity, would further strain the credit
profile and lead to a ratings downgrade."

At Dec. 31, 2004, Foster Wheeler had approximately $755 million in
total debt (pro forma for the equity-for-debt exchange and
including the present value of operating leases).

Foster Wheeler is a global engineering and construction (E&C) firm
mainly servicing the process (oil and gas, energy, chemical, and
pharmaceutical) sectors.  In addition, the company's global power
unit designs, manufactures, and erects steam generators for
industrial power plants, power stations, and cogeneration
facilities.

"We believe that management, which has been with the company since
late 2001, has tried, and continues to attempt to strengthen the
company's corporate culture," Mr. Levington said.  "In our
opinion, Foster Wheeler's operations have struggled for several
years because of inconsistent bidding practices, change-order
procedures, and risk-management techniques.  However, we have yet
to see a demonstrated track record of operating performance that
would suggest that these issues have been fully corrected."


GOOD SAMARITAN: Large Losses Cue Moody's to Slice Rating to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded the bond rating for the
Hospital of the Good Samaritan, located in Los Angeles,
California, to B1 from Ba3.  Moody's is also revising the outlook
to negative from stable.  This action affects $76 million of
Series 1991 bonds.

The downgrade is attributable to:

   -- a large operating loss in fiscal year 2004, that was much
      higher than the budget and prior year and which continues in
      2005;

   -- recent decreases in inpatient volume; and

   -- declining unrestricted cash, which is expected to continue.

The hospital faces considerable challenges including:

   -- expected negative or extremely weak cashflow for multiple
      years, jeopardizing the hospital's ability to make debt
      service payments and capital investment in the medium term;

   -- a competitive service area and a unionized workforce; and

   -- increasing capital needs after years of maintenance
      deferral.

The hospital's strengths include:

   -- an adequate cash position, providing a source of liquidity
      for debt service payments over the medium term; and

   -- recent commercial and Medi-Cal rate increases, although the
      latter may be non-recurring.

The negative outlook reflects Moody's belief that the hospital is
not taking adequate measures to generate positive cashflow, which
will result in further declines in cash and greater risk of
payment default over the medium-term.  Moody's believes more
significant initiatives need to be pursued to ensure viability and
Moody's does not foresee meaningful improvement until the board
resolves to make major changes.

      Financial Performance Very Weak and Below Expectations

Fiscal year 2004 performance was much weaker than anticipated and
high operating losses continue through four months of fiscal year
2005.  Even if Good Samaritan achieves its improved 2005 budget,
which Moody's believes will be a challenge, the organization is
operating at financial levels that are unsustainable in the long-
term and, Moody's believes, will result in accelerated reductions
in unrestricted cash.  Although some improvement initiatives have
been taken, Moody's believes that they are modest relative to the
size of the deficit.

In 2004, Good Samaritan had a $22.6 million operating loss
(excluding $2.2 million of a non-recurring third-party settlement)
compared with a $13 million operating loss in 2003 and a budgeted
loss of $13 million.  Operating cashflow in 2004 was a negative
$6 million.  Through four months of fiscal year 2005 the operating
cashflow loss is over $3 million, suggesting the hospital will
have difficulty meeting its full year operating cashflow budget of
breakeven.  Even if the hospital meets its full year 2005
operating budget, cashflow will be insufficient to cover debt
service.

Good Samaritan has implemented a number of expense and revenue
initiatives.  The hospital has been focused on productivity and
standardization of supplies.  Good Samaritan recently signed a new
contract with Blue Cross (which had been its worst payer) that
will result in good and recurring rate increases over the next 3
years of the contract.  Additionally, the hospital expects to
receive incremental Medi-Cal payments in 2005, although this
increase may be one-time.  The hospital has been focused on
growing Medi-Cal obstetrical business, which is now more
profitable including the incremental Medi-Cal payments.

Despite these initiatives, as Moody's has discussed in prior
reports, Moody's believes the organization has fundamental
cultural and operating issues that suggest operations will
continue to be very weak.  The absence of more significant
initiatives to ensure the hospital's long-term viability suggest a
culture that may be resistant to major changes and has been overly
reliant on its cash position to support operations and fund
operating losses.  Good Samaritan faces a number of operating
challenges including a unionized nursing staff and high wage
increases, an increasing dependency on Medi-Cal as obstetrics
volume grows and potential cuts in Medi-Cal in light of the
state's fiscal deficit.

                     Competitive Service Area and
                Inpatient Volumes Beginning To Decline

Good Samaritan operates in a competitive market and faces more
competition for its more profitable services.  Although volumes
had been generally growing, inpatient admissions are down notably
in 2004 and through four months of 2005 with a decline of 4% in
each period.  Open heart surgeries declined by 24% in 2004 and are
down another 40% in 2005.  The hospital has encountered physician
departures in obstetrics and cardiovascular surgery and has been
actively recruiting replacements.

                  Liquidity Adequate But Declining

While Good Samaritan's unrestricted cash position still provides
some liquidity for debt service in the medium term, cash is down
notably in 2004 and 2005 and Moody's believes cash could decline
further as operating losses continue.  As of August 31, 2004, Good
Samaritan had approximately $59 million in unrestricted cash,
representing 98 days of cash on hand.  As of December 31, 2004,
cash is down to $53 million.  Cash would have been even lower
without the receipt of a $6.5 million gift in 2004.  [The hospital
received the first $6.5 million piece of the total $12 million
gift in 2003, which bolstered cash for that period as well.]

Without gifts to finance capital needs, Moody's would expect cash
to decline given continued operating losses and growing capital
needs.  Capital spending is budgeted at $12 million in 2005.  The
budget assumes cash will decline to $51 million by August 31,
2005, although the current cashflow run rate (for the four month
period ending December 31, 2004) suggests cash could decline to
closer to $40 million.  The hospital expects to release $3 million
in workers compensation reserves into unrestricted cash because of
lower liability levels.

                    Key Ratios and Statistics

(Based on fiscal year ending 8/31/04; investment returns adjusted
to 6% unless otherwise noted; excluding $2.2 million third-party
settlement):

   -- Total Admissions: 16,373

   -- Total Revenues: $209 million

   -- Net Revenues Available for Debt Service: ($0.8) million

   -- Days Cash on Hand: 98 days

   -- Debt-to-Cash Flow: (12.0) times

   -- Maximum Annual Debt Service: $7.4 million

   -- Maximum Annual Debt Service Coverage with actual investment
      income as reported: 0.04 times

   -- Maximum Annual Debt Service Coverage with investment income
      normalized at 6%: (0.11) times

   -- Total Debt Outstanding: $75.7 million

   -- Operating Cash Flow Margin: (3.1)%

The negative outlook reflects Moody's belief that the hospital is
not taking adequate measures to generate positive cashflow, which
will result in further declines in cash and greater risk of
payment default over the medium-term.  Moody's believes more
significant initiatives need to be pursued to ensure viability and
Moody's does not foresee meaningful improvement until the board
resolves to make major changes.


HARRIS COUNTY: S&P Hacks Ratings on $31.4 Million Bonds
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on:

      (1) Harris County Housing Finance Corp. (Waterford and
          Windfern Apartment Projects), Texas' $25.8 million
          multifamily senior housing revenue bonds series 1999A to
          'CCC' from 'BB',

      (2) the corporation's $2.8 million subordinate bonds series
          1999C to 'D' from 'B', and

      (3) the corporation's $2.8 million junior subordinate bonds
          series 1999D to 'D' from 'CCC'.

The outlook is negative.

The downgrade of the series 1999A bonds reflects low debt service
coverage.  Standard & Poor's downgraded series 1999C and 1999D
bonds because we received the trustee's notification of events of
default on the series 1999C and 1999D bonds.  The trustee has not
received sufficient funds from the borrower to pay the principal
and interest due since July 1, 2002, when payments were due on
both bond series.  The bondholders have entered into a forbearance
agreement with the borrower in 2001, as a way to resolve the
events of default.  However, the forbearance agreement does not
waive the events of default, and therefore Standard & Poor's
downgraded the bonds to 'D'.

The principal and interest payments continue to be made to the
bondholders of the series 1999A bonds, but the series 1999A debt
service reserve fund was completely depleted on July 1, 2003.


HARVEST ENERGY: Discloses Second Quarter Distribution
-----------------------------------------------------
Harvest Energy Trust (TSX:HTE.UN) reported that the Board of
Directors of Harvest Operations Corp. has authorized a cash
distribution of $0.20 per trust unit to be paid in each of May,
June and July 2005 as follows:

                     Distribution   Ex-Distribution      Distribution
   Record Date               Date              Date          Per Unit
   -------------------------------------------------------------------
   April 29, 2005    May 16, 2005    April 27, 2005             $0.20
   May 31, 2005     June 15, 2005      May 27, 2005             $0.20
   June 30, 2005    July 15, 2005     June 28, 2005             $0.20
   -------------------------------------------------------------------

As a result of the special distribution disclosed on Feb. 28,
2005, both the exchangeable share ratio and the conversion price
of both series of convertible debentures will be adjusted.  The
adjusted exchange ratio and convertible debenture conversion
prices will take effect on April 15, 2005 and will be as follows:

Exchangeable Share Exchange Ratio                             1.10188
Convertible Debentures Series 1 (9%) Conversion Price          $13.85
Convertible Debentures Series 2 (8%) Conversion Price          $16.07

Harvest Energy Trust -- http://www.harvestenergy.ca/-- is a
Calgary-based energy trust actively managed to deliver stable
monthly cash distributions to its Unitholders through its strategy
of acquiring, enhancing and producing crude oil, natural gas and
natural gas liquids.  Harvest trust units are traded on the
Toronto Stock Exchange under the symbol "HTE.UN".

                         *     *     *

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 Calgary, Alberta-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the then
proposed $200 million seven-year bond to be issued by Harvest
Operations Corporation, a wholly owned subsidiary of Harvest
Energy Trust.  The debt is fully guaranteed by the trust and all
its wholly owned subsidiaries.


HAWAIIAN TELCOM: Moody's Junks $250M Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Services assigned:

   * a B1 senior implied rating to Hawaiian Telcom Communications,
     Inc.,

   * a B1 to its proposed senior secured debt,

   * a B3 to its proposed senior unsecured notes, and

   * a Caa1 to its proposed senior subordinated notes.

Moody's has downgraded the senior unsecured notes of Verizon
Hawaii, to B1 from Baa1.  Hawaiian Telcom, Inc., a wholly owned
wireline operating subsidiary of HI-Telco, will assume these notes
as part of the transaction.  This action concludes Moody's rating
review of Verizon Hawaii that was initiated on May 24, 2004, when
The Carlyle Group announced it was undertaking a leveraged buyout
of Verizon Hawaii.  The rating outlook is stable.

Moody's has assigned these ratings, as part of this rating action:

   -- Hawaiian Telcom Communications, Inc.

      * Senior Implied -- B1

      * $175 million senior secured revolving credit facility --
        B1

      * $300 million senior secured delayed draw term loan A -- B1

      * $400 million senior secured term loan B -- B1

      * $300 million senior unsecured notes due in 2013 -- B3

      * $250 million senior subordinated notes due in 2015 -- Caa1

Moody's also downgraded these senior notes previously issued by
Verizon Hawaii:

      * $150 million 7 3/8% senior notes due in 2006 to B1 from
        Baa1

      * $150 million 7% senior notes due in 2006 to B1 from Baa1

HI-Telco's B1 senior implied rating reflects high leverage and the
significant business risk associated with the implementation of a
new back office system, limited liquidity, and an increasingly
competitive market place.  Moody's also recognizes the inherit
risk associated with the company's plans to improve margins while
actively pursuing new product development.  The senior implied
rating is constrained by the company's operating margins, which
are somewhat lower than comparable telecommunications companies.

As a result of the leveraged buyout and investment necessary to
establish new operating support systems, Moody's expects coverage
metrics to be quite weak, especially in 2005 and 2006.  Moody's is
concerned that much higher fixed interest costs may limit HI-
Telco's resources to respond to expanding challenges and to pursue
growth opportunities, and could constrain the company's ability to
withstand unexpected shortfalls as it builds out its new systems.

HI-Telco will lose access to Verizon's back office functions as a
result of the LBO.  While HI-Telco and Verizon have negotiated a
nine-month Transition Service Agreement -- TSA, with an optional
6-month extension, the scope of this substantial undertaking is
fraught with operational risk.  Moody's is concerned that the
company's limited liquidity could quickly evaporate in the event
that HI-Telco needs to extend the TSA beyond the 15-month optional
contract life, or should competition expand faster than expected.

Limited liquidity also weakens the company's financial profile.
At peak borrowing, Moody's rating anticipates that the company
will have $40 million available under its revolving credit
facility to fund any unexpected cost overruns.

HI-Telco has experienced 3.3% access line erosion in 2003 and
2004, mostly because of technology and wireless substitution.
Cable competition is imminent and the primary cable provider in
Hawaii has already made very significant inroads in residential
high speed data with its cable modem product. HI-Telco's largest
enterprise customers are particularly attractive to competition
from other facility-based service providers because of the high
geographical density, although the remoteness of its service
territory somewhat limits the number of potential competitors.

The company's strong management team and ability to generate
strong operating cash flow support the rating.  Moody's estimates
that HI-Telco will generate approximately $155 million a year in
cash flow from operations beginning in 2006, after spending over
$80 million to develop back office systems in 2005.  The rating
also assumes that the company will use free cash flow in 2006 to
begin to meaningfully reduce leverage and improve liquidity.

The extensive experience and good track record of the operating
management team and the involvement of prominent local investors
also support the ratings.  The financial sponsors have presented a
comprehensive operational plan to drive revenue and earnings
growth.  The plan includes adding local focus to the company's
marketing strategy, expanding product offerings to include branded
wireless services, growing DSL penetration, expanding market
coverage of small businesses, and significantly improving the
overall cost structure.  Moody's believes that these factors,
coupled with the eventual cost and strategic benefits from an
entirely new back office system, offer significant potential to
offset access line decline and improve margins.  The company
benefits from a unique ability to bundle branded services.  As the
incumbent with 92% market share, HI-Telco will be able to offer
local, long distance, data, and wireless services under the same
brand.  In addition, the rating incorporates the financial
protection afforded by the restriction on the company's ability to
pay dividends until debt falls to 65% of capitalization, per the
Hawaiian PUC order.  The rating assumes that The Carlyle Group
will contribute as least $425 million to the venture at closing in
the form of common stock.

Moody's senior implied rating also assumes that the company will
be able to switch to its own back office systems within nine
months of closing, and as a result, improve its EBITDA margins to
at least 35% over the intermediate term.  The B1 rating also
incorporates Moody's assumption that the company will use free
cash flow to substantially reduce leverage, over the next several
years.

The rating outlook for HI-Telco is stable.  The stable rating
outlook reflects Moody's belief that the company's strategic plans
to pursue greater LD and DSL penetration and add branded wireless
services to its product bundle should provide sufficient growth
opportunities to offset the negative impact of traditional
wireline access line loss.

Extending the TSA beyond nine months will not only increase costs
and impede the company's ability to reduce leverage, but will also
delay the company's ability to market bundled services.  The
failure to implement a complete and fully functioning back-office
system by the TSA termination date will likely lead to a rating
downgrade.  The ratings are likely to improve if:

   1) the successful implementation of a back office system
      results in significant margin improvement,

   2) the wireless strategy drives revenue and earnings growth,
      and

   3) the company uses free cash flow to reduce leverage such that
      free cash flow exceeds 15% of adjusted debt.

HI-Telco's liquidity is adequate at best.  The wireline segment
produces strong operating cash flow, which Moody's believes is
sufficient to fund the increased interest burden associated with
the LBO and maintenance capital expenditures.  To supplement its
liquidity, the company will enter into a $175 million revolving
credit facility that will mature in 2012.  Although the company is
still finalizing the terms of the facility, Moody's assumes that
the covenants will be set at a level such that the company will be
fully able to access the facility despite potential operational
shortfalls or unforeseen capital needs.  Moody's expects the
company to draw $135 million under the revolver to finance its
back office buildout.  Upon completion of this investment, Moody's
expects the company to quickly reduce debt through operating cash
flow and restore the availability under the facility.  In the
meantime, Moody's is concerned that the $40 million peak revolver
availability only provides a modest cushion, should the back
office buildout prove to be significantly more expensive than
anticipated, particularly given cost escalation clauses in the
transition services agreement with Verizon.

The Carlyle Group will issue the new LBO-related debt at HI-Telco,
an intermediate holding company.  Both the parent company and the
operating companies will guarantee each class of debt on a basis
consistent with its effective seniority.  Secured debt will
benefit from secured guarantees in the same way subordinated debt
will benefit from subordinated guarantees.  Moody's expects that
the guarantees will unconditionally cover both interest and
principal on a joint-and-several basis.

Also as part of the transaction, Hawaiian Telcom, Inc., the
wireline operating subsidiary, will assume the existing Verizon
Hawaii debt.  Moody's notes that the indenture governing this debt
includes a negative pledge that covers the issuance of secured
debt.  In the event that the obligor provides security, the holder
of these notes will also benefit from the same security package.
Moody's expects that post-LBO these notes will rank pari passu
with all other secured debt in the capital structure.

Moody's does not notch the senior secured debt at the Parent
company, nor the Verizon Hawaii-assumed debt, above the senior
implied rating.  Secured debt, measured in its totality
($400 million term loan, $300 million existing Verizon Hawaii
bonds, and $135 million anticipated revolver borrowings), will
comprise about 60% of total debt.  This constitutes risk that is
substantially the same as that of the company as a whole, and
therefore is rated at the senior implied level.  Moody's rates the
senior unsecured and senior subordinated debt two and three
notches below the senior implied rating, respectively, to reflect
their effective subordination.

Verizon Hawaii, a wholly owned subsidiary of Verizon
Communications, Inc., is an incumbent telecommunication service
provider servicing approximately 690K access lines.  Moody's
expects Hawaiian Telcom Communication, Inc., to acquire Verizon
Hawaii through an LBO sponsored by The Carlyle Group.  The new
company will be headquartered in Honolulu, Hawaii.


HOMEBANC MORTGAGE: Moody's Rates $1.232 Mil. Class B-4 Notes Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned ratings of Aaa to the
senior notes issued by HomeBanc Mortgage Trust 2005-2.  The
ratings are based on the expected performance of the loans, the
credit enhancement provided by the 16.35% subordination of the
subordinate notes, initial overcollateralization of 2.90%, excess
spread, and the structural and legal protections in the
transaction.  The ratings of the subordinate notes are based on
the respective subordination of the junior most notes, excess
spread, and overcollateralization.

The notes are secured by adjustable-rate closed-end second-lien
mortgages that were primarily originated in conjunction with the
origination of the related first mortgage loan.  The weighted
average credit score of 729 is strong for a second-lien pool.  The
weighted average combined LTV of 96.78% is consistent with other
second lien pools and a factor for a higher frequency and severity
of loss.  Investor property accounts for 5.12% of the loan pool
and the performance could be more volatile.  The pool is
geographically concentrated in Georgia 54.99% and Florida 39.66%,
HomeBanc's footprint.

The ratings are:

   * Class A-1, $142,133,000, rated Aaa
   * Class M-1, $10,737,000, rated Aa2
   * Class M-2, $3,080,000, rated Aa3
   * Class M-3, $5,633,000, rated A2
   * Class M-4, $2,464,000, rated A3
   * Class B-1, $2,112,000, rated Baa1
   * Class B-2, $1,760,000, rated Baa2
   * Class B-3, $1,761,000, rated Baa3
   * Class B-4, $1,232,000, rated Ba2

The mortgages will be serviced by HomeBanc Corp.  Some reliance is
placed on Wells Fargo Bank, N.A. as master servicer.

HomeBanc Mortgage Trust 2005-2 is a Delaware statutory trust
established for acquiring the mortgages and issuing the notes.


IMAGIS TECHNOLOGIES: Bolder Investment to Buy Shares for C$1.5M
---------------------------------------------------------------
Imagis Technologies Inc. (TSX VENTURE:WSI) (OTCBB:IMTIF)(DE:IGYA)
has priced the brokered private placement with Bolder Investment
Partners, Ltd., of up to CDN $1,500,000 at $0.40 per Unit.  Each
Unit will consist of one common share and one half common share
purchase warrant.  Each whole warrant will entitle the holder for
one year, from the date of issue of the Units, to acquire one
additional Imagis common share at $0.55.  The private placement is
subject to regulatory approval.

The securities will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
"U.S. persons", as that term in defined in Regulation S
promulgated under the Securities Act, except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act.

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

                       Going Concern Doubt

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

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

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

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


ISTAR FINANCIAL: Selling $500 Million of Senior Unsecured Notes
---------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI), the leading publicly traded
finance company focused on the commercial real estate industry,
agreed to sell $500 million of senior unsecured notes in an
underwritten public offering.

The Company said it will issue $250 million 5.375 % senior notes
due 2010, and $250 million of 6.05% senior notes due 2015.  iStar
Financial expects to use the proceeds from the sale of the Notes
to repay outstanding balances on its secured and unsecured credit
facilities.

Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC
are acting as joint book running managers of the offering.
Barclays Capital Inc., KeyBanc Capital Markets, a Division of
McDonald Investments Inc., and Greenwich Capital Markets, Inc.,
are acting as co-managers.

                        About the Company

iStar Financial -- http://www.istarfinancial.com/-- is the
leading publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom-tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Moody's Investors Service upgraded its rating on the 7.95% senior
unsecured notes of TriNet Corporate Realty Trust, Inc., to Baa3,
from Ba1, due to TriNet's merger with and into its parent, iStar
Financial Inc. and the resulting direct obligation of these senior
notes by iStar.  TriNet was formerly a wholly owned subsidiary of
iStar.

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

As reported in the Troubled Company Reporter on Jan. 24, 2005,
iStar Financial, Inc., plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

      -- Senior unsecured debt: 'BBB-';
      -- Preferred stock 'BB';
      -- Rating Outlook Stable.


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


JAYAMMA KOPPERA: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jayamma Koppera, Inc.
        dba Pinnacle Banquet and Conference Center
        7594 Ogden Woods Boulevard
        New Albany, Ohio 43054

Bankruptcy Case No.: 05-55914

Type of Business: The Debtor operates banquet halls & reception
                  facilities.

Chapter 11 Petition Date: April 12, 2005

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun

Debtor's Counsel: Matthew Fisher, Esq.
                  Richard K Stovall, Esq.
                  Allen, Kuehnle & Stovall LLP
                  21 West Broad Street
                  Suite 400
                  Columbus, Ohio 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Subbarayudu Koppera           Note payable            $1,846,526
7594 Ogden Woods
Boulevard
New Albany, OH 43054

Subbarayudu Koppera, M.D.,                              $284,750
Inc.
7594 Ogden Woods
Boulevard
New Albany, OH 43054

Kamlesh Patel                 Breach of Contract        $122,500
5672 Crown Crest Lane
Columbus, OH 43235

The Wasserstrom Company       Equipment                  $32,000
477 South Front Street        purchase
KY 42315

SBC Yellowpages               Contract                   $20,749
SBC Bill Payment
Sagina, OH 48662

Muzak                         Equipment                  $14,664
3318 Lakemont Boulevard       installation
Fort Mill, SC 29708

Hammond, Seward &             Legal Fees                 $10,000
Williams
556 East Town Street
Columbus, OH 43215

American Electric Power       Utility bill                $6,449
P.O. Box 24418
Canton, OH 447014418

J.H. Architects, Inc.         Services rendered           $5,000
3968A
Brown Park Drive
Hilliard, OH 43026

Columbia Gas of Ohio          Utility bill                $3,221
P.O. Box 9001847
Louisville, KY 40290

PODS                          Trade debt                    $169
3750 Brookham Drive, Suite H
Grove City, OH 43123

Delaware County Treasurer                                Unknown
140 North Sandusky Street
First Floor
Delaware, OH 43015


JM HILLS: U.S. Trustee Will Meet Creditors on June 7
----------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
JM Hills Project LLC and its debtor-affiliates' creditors at 2:00
p.m., on June 7, 2005, at the U.S. Trustee Meeting Room located in
230 N. First Avenue, Suite 102 in Phoenix, Arizona.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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.

Headquartered in Phoenix, Arizona, JM Hills Project, LLC, along
with its affiliates filed for chapter 11 protection on April 7,
2005 (Bankr. D. Ariz. Case No. 05-05686).  Dale C. Schian, Esq.,
at Schian Walker P.L.C., represents the Debtors in their
restructuring efforts.  When JM Hills filed for protection from
its creditors, it estimated assets and debts from $10 million to
$50 million.


KAISER ALUMINUM: Plan Confirmation Hearing Continued to April 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
continued the hearing to consider confirmation of the Liquidating
Plans filed by:

   -- Alpart Jamaica Inc. and Kaiser Jamaica Corp.; and
   -- Kaiser Alumina Australia Corp. and Kaiser Finance Corp.,

to April 27, 2005, at 10:00 a.m.

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

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated
aluminum products for aerospace and high-strength, general
engineering, automotive, and custom industrial applications.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.

The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KANSAS CITY SOUTHERN: 87% of Noteholders Agree to Amend Indenture
-----------------------------------------------------------------
Kansas City Southern (NYSE:KSU) disclosed that $386 million
principal amount of the outstanding $443.5 principal amount of
11.75% Senior Discount Debentures due 2009 of its majority owned
subsidiary, TFM, S.A. de C.V. have been tendered on or prior to
the Consent Deadline of 5:00 p.m. NYC time, on April 14, 2005,
pursuant to the previously announced consent solicitation and
tender offer for the Notes, representing approximately 87.04% of
the outstanding Notes.  As a result of the consents and early
tenders, TFM has received the requisite consents to execute a
supplemental indenture relating to the Notes.

As part of its pending tender offer for the Notes, TFM was
soliciting consents to eliminate substantially all of the
restrictive covenants included in the indenture under which the
Notes were issued and to reduce the minimum prior notice period
with respect to a redemption date for outstanding Notes from 30 to
3 days.  The supplemental indenture relating to the Notes
containing the proposed changes will be executed by TFM and the
Trustee under the indenture, but it will not become operative
until after the Notes tendered by the Consent Deadline are
accepted for purchase and TFM makes payment for these Notes
pursuant to the early tender provisions of the tender offer.  TFM
currently expects to make payment for these Notes on April 20,
2005.

Headquartered in Kansas City, Mo., Kansas City Southern --
http://www.kcsi.com/-- is a transportation holding company that
has railroad investments in the U.S., Mexico and Panama.  Its
primary U.S. holdings include The Kansas City Southern Railway
Company, founded in 1887, and The Texas Mexican Railway Company,
founded in 1885, serving the central and south central U.S.  Its
international holdings include a controlling interest in TFM, S.A.
de C.V., serving northeastern and central Mexico and the port
cities of Lazaro Cardenas, Tampico and Veracruz, and a 50%
interest in The Panama Canal Railway Company, providing ocean-to-
ocean freight and passenger service along the Panama Canal.  KCS'
North American rail holdings and strategic alliances are primary
components of a NAFTA Railway system, linking the commercial and
industrial centers of the U.S., Canada and Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit ratings, on Kansas City Southern and
unit Kansas City Southern Railway Co., and removed the ratings
from CreditWatch, where they were placed on Dec. 15, 2004.

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

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

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


KERR-MCGEE: Auction Announcement Prompts S&P to Cut Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kerr-McGee Corp. to 'BB+/B' from 'BBB-/A-3'.  The rating
remains on CreditWatch with negative implications where it was
placed on March 4, 2005.

Oklahoma City, Oklahoma-based Kerr-McGee has about $3.1 billion in
debt outstanding, pro forma for the recent $600 million debt-to-
stock conversion.

"The downgrade follows today's announcement that Kerr-McGee's
board of directors has authorized a modified 'Dutch Auction'
tender offer for up to $4 billion of its common stock," said
Standard & Poor's credit analyst Andrew Watt.

"The share repurchase will be funded entirely through the issuance
of debt and borrowings under new credit facilities, which
materially harms the company's credit profile," said Mr. Watt.

In conjunction with the tender offer announcement, Kerr-McGee also
announced that based on the $4 billion share repurchase program,
it has received written notice from the Icahn Group and associated
investors confirming that they will immediately cease proxy
solicitation activities.  The Icahn Group and associated investors
will withdraw their alternate board nominees from consideration
for election to Kerr-McGee's board of directors on successful
completion of the repurchase program.

The $4 billion of common stock that will be repurchased represents
approximately 27% to 29% of outstanding shares as of March 31,
2005.

The rating on the company will remain on CreditWatch with negative
implications until the Icahn group withdraws their alternate board
nominees or progress toward successful completion of the
repurchase program satisfies the Icahn group.  At that time, the
ratings are likely to be affirmed at the current 'BB+' rating and
the outlook will be negative.


KERR-MCGEE: Fitch Downgrades & Removes Two Debts from Watch Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the ratings of Kerr-McGee:

    -- Senior unsecured debt to 'B' from 'BBB';
    -- Commercial paper to 'B' from 'F2'.

Fitch has also assigned a 'BB' senior secured rating to Kerr
McGee.  The Rating Outlook is Stable.  At the same time, Fitch has
withdrawn its ratings on Kerr-McGee's debt exchangeable securities
-- DECS -- and convertible subordinated notes following conversion
of those securities.

Kerr-McGee announced it intends to repurchase $4 billion of common
stock, initially financed with a combination of bank debt.  The
plan substantially increases Kerr-McGee's leverage to $7.2 billion
from $3.2 billion currently.  Pro forma for the transaction, debt
to proved developed producing reserves will approximate $8.46 per
barrels of oil equivalent -- boe, significantly worse than Kerr-
McGee's 2004 year-end level of $4.04 per boe (excluding $500
million of debt associated with the chemical assets).
Furthermore, this level of debt relative to reserves is
significantly higher than most other high yield exploration and
production -- E&P -- companies.

Fitch anticipates that the debt financing will be provided by term
loans.  In conjunction with this transaction, the outstanding
senior unsecured debt (approximately $3.2 billion) will become
secured.

Management stated that it intends to reduce debt in the
intermediate term with the proceeds from asset sales and with free
cash flow.  In addition to the previously announced sale of the
titanium dioxide operations, management stated it intends to sell
more than 125 Mmboe of non-core E&P properties.  According to the
company, it expects proceeds of about $3 billion from the above
transactions.  Additionally, Kerr-McGee has hedged more than 75%
of 2005 and 2006 production at relatively strong prices, which
should allow the company to generate positive free cash flow.

Kerr-McGee's action today is an abrupt change in the company's
financial and operational strategy.  As a result, Fitch questions
Kerr-McGee's long-term strategy and future expectations regarding
reserve bookings, production, capital expenditures and debt
reduction.

Today's announcement comes on the heels of poor operational
results in 2004.  Kerr-McGee's organic replacement was
approximately 39 million boe in 2004.  While total reserve
replacement was over 250% for the year, replacement from
successful exploration and development efforts was under 35%.
Kerr-McGee's three-year average for organic replacement was under
25% as a result of the negative revisions associated with Leadon
in 2002 and the lack of success in 2004.

Furthermore, the costs associated with Kerr-McGee's finding and
development -- F&D -- program were significantly higher than
expected due to the poor replacement.  During 2004, the company's
total finding, development and acquisition -- FD&A -- costs were
in excess of $14 per boe.  The three-year average FD&A costs
exceeded $17 per boe.  More troubling were the F&D costs.  In
2004, Kerr-McGee's one-year and three year F&D costs exceeded $30
per boe (figure excludes costs allocated to Westport's probable
and possible properties).


KERR-MCGEE CORP: Risk Profile Shift Cues Moody's to Pare Ratings
----------------------------------------------------------------
Moody's Investors Service lowered the long-term and short-term
debt ratings of Kerr-McGee Corporation to below investment grade.
Moody's assigned a Ba3 Senior Implied and lowered KMG's Senior
Unsecured notes to Ba3 from Baa3.  Moody's expects that KMG's
existing notes will be secured equally and ratably with new
secured term loans that the company has arranged.  The company's
short-term ratings were lowered to Not Prime from Prime-3.  This
action concludes the review begun March 4 that had reflected
"material event risk" resulting from a more activist shareholder
base.  The outlook is stable.

The downgrade of Kerr-McGee's ratings to below investment grade
reflects the material shift in the company's risk profile as
reflected by its share repurchase announcement and the
corresponding increase in leverage.  KMG announced a "Dutch
Auction" tender for up to $4 billion of its common stock in a
price range of $85-92 per share.  KMG's proposed stock buyback
represents 27-29% of its outstanding shares and will increase its
balance sheet debt outstanding about two and one-quarter times to
over $7.2 billion.  KMG's higher leverage exacerbates its weak
fundamental operating performance and portfolio durability as
shown by inconsistent organic reserves replacement and
correspondingly high finding and development costs over the past
three years.  The downgrade further reflects the time necessary
over the medium term for KMG to transform its portfolio from a
higher risk predominantly exploration focus to a lower risk
balance of exploitation and exploration.

In its analysis of KMG, Moody's considered the company's reserves
and production characteristics, including size, scale and
diversification, as well as:

   * proved developed reserve life;

   * its reinvestment risk reflected in reserves replacement and
     finding and development costs;

   * KMG's operating and capital efficiency as shown by full-cycle
     costs and leveraged full-cycle ratio;

   * its leverage as measured by debt per PD boe and debt plus
     future development costs to total boe; and

   * execution risk of its proposed asset sales and deleveraging
     strategy, and

   * uncertainty regarding the disposition of the chemicals
     business and resolution of environmental liabilities.

                     Reserves Characterization

Kerr-McGee's ratings are supported by the scale and
diversification of its predominantly US oil and gas asset base,
with 1.2 billion boe of proved reserves at the end of 2004, and
the strength of its near term production.  However, KMG's PD
reserve life, based on year end PD reserves divided by annualized
fourth quarter production, was only 5.8 years at the end of 2004.
This metric was two years shorter than the median of the Ba3
exploration and production companies.  KMG's shorter reserve life
exacerbates its higher leverage.

                              Leverage

Kerr-McGee's leverage, as measured by adjusted debt per proved
developed barrel of oil equivalent (debt per PD boe), will be
about $9.80 per PD boe immediately after the stock buyback.  This
leverage level is higher than any E&P company that Moody's rates.
However, KMG expects to reduce leverage over the near term through
proceeds from the sale of its chemicals business and the sale of
E&P properties representing 10-15% of proved reserves.  Free cash
flow (after capex and dividends), supported by a significant level
of commodity price hedging, lower capital spending and a reduction
of its dividend, will also contribute to debt repayment.

In March, KMG announced its intention to sell its chemicals
business and the additional E&P asset sales could result in total
proceeds of $2.5 - 3 billion in the near term.  KMG has hedged its
commodity price exposure on 75% of its expected 2005 and 2006
production reflecting today's high commodity price environment.
The company expects a reduction in its capital expenditure program
over time and is reducing its dividend from $1.80 per share to
$0.20, saving about $270 million per year (pro forma for the
buyback).  The combination of commodity hedging, lower capex
and dividends should result in free cash flow on the order of
$1 billion per year in each of 2005 and 2006.

KMG's deleveraging plan is supported by the proposed terms of its
new senior secured debt, which contemplates that asset sale
proceeds and a portion of excess cash flow will be used for debt
repayment.  Through asset sales proceeds and free cash flow,
Moody's expects KMG to reduce its leverage to under $8 per PD boe
in 2005, with further reductions in 2006 to below $7.  While this
is an improvement over the leverage immediately after the buyback,
these leverage levels are still high.

                        Portfolio Durability

KMG's rating also reflects the company's weak portfolio durability
in terms of reserves replacement, percent PD reserves and F&D
costs.  KMG's all-sources reserves replacement for the three years
ending 2004 was 124%; however, this was dominated by the Westport
Resources acquisition in 2004.  Looking at drilling only (ignoring
revisions), KMG replaced only 51% of its production during these
three years.  Looking forward, KMG expects to add 205 million boe
to proved reserves in 2005 in its base plan, which would replace
155% of expected production.  There is reasonable visibility
around 40 million boe from exploitation in the Rockies and another
40 million boe from projects under way, including offshore Gulf of
Mexico projects Blind Faith and Tahiti that should be sanctioned
this year.  Further down the risk spectrum are appraisal of 2004
discoveries, including Alaska, Brazil and China, which could
add from nothing to 80 million boe with a likely outcome around
40 million.  These three categories could combine to add 120
million boe, or about 90% of 2005 production. Anything beyond this
would come from exploration success, which is both difficult to
predict and challenging for debt holders to ascribe value given
KMG's inconsistent results in recent years.

In addition to uncertainty around the absolute volume of reserves
added, another concern is the mix of proved developed and proved
undeveloped reserves.  KMG's asset sales program will be dominated
by PD reserves, while the company's reserves additions will be
primarily PUD reserves.  Moody's estimates the percentage of PD
reserves will drop from 65% at the end of 2004 to the mid to high
50% range in 2005, which will negatively impact metrics that use
PD reserves like reserve life and leverage.

Moody's recognizes the portfolio management benefits of the
proposed asset sales program, including reduced capital intensity
of its remaining assets, lengthening reserve life and lower
operating cost structure.  Moody's also appreciates the value of
improved portfolio focus as a result of selling the chemicals
business and reduction of the environmental liability overhang.

                           Ratings Outlook

The stable outlook reflects the expectation that Kerr-McGee will
successfully execute its asset sales and deleveraging strategy,
including reducing leverage to below $8 per PD boe in 2005.  The
stable outlook also considers that KMG's credit metrics, including
percent PD reserves, PD reserve life, reserves replacement, F&D
costs, leveraged full-cycle ratio and leverage, will improve over
the near term.  The company needs to demonstrate significant
improvement along these key credit metrics to move its outlook to
positive, including replacing substantially more than 100% of its
production at competitive F&D costs (~$10/boe).  Stronger cash
margins and improving F&D costs, leading to a leveraged full-cycle
ratio consistently above 2x, are also needed.  Moody's will
continue to monitor KMG's performance to ensure it is on track to
meet its plan.  A combination of reserves replacement less than
two-thirds of production, higher F&D costs (~$15), weaker
leveraged full-cycle ratio (< 1.5x) or leverage that remains above
$8 could result in a negative outlook.

Ratings affected include those of Kerr-McGee Corporation and all
of its rated subsidiaries.

Kerr-McGee Corporation, headquartered in Oklahoma City, Oklahoma,
is an independent exploration and production company with primary
operations in the US and the UK North Sea.  Kerr-McGee also
manufactures and markets inorganic chemicals.


KRAMONT REALTY: Shareholders Approve Centro Properties Merger
-------------------------------------------------------------
Kramont Realty Trust's (NYSE:KRT) shareholders approved its
previously announced proposed merger into an affiliate of
Melbourne, Australia-based Centro Properties Limited (ASX:CNP),
CWAR OP Merger Sub III Trust.

Shareholders overwhelming voted in favor of the proposed merger.
With 70% of eligible shares voted, over 98% of the votes received
were in favor of the transaction.

Kramont and CWAR OP Merger Sub III Trust anticipate completing the
merger this week.

                         About Kramont

Kramont Realty Trust -- http://www.kramont.com/-- is a self-
administered, self-managed equity real estate investment trust
specializing in neighborhood and community shopping center
acquisitions, leasing, development and management.  The company
owns, operates, manages and has under development 93 properties
encompassing nearly 12.5 million square feet of leasable space in
16 states.  Nearly 80 percent of Kramont's centers are grocery,
drug or value retail anchored.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's Investors Service placed its B3 preferred stock rating of
Kramont Realty Trust under review for upgrade due to the
announcement that Kramont agreed to merge into Centro Watt America
REIT III LLC, an affiliate of Melbourne, Australia-based Centro
Properties Limited (ASX: CNP), a property trust.  Simultaneously,
other affiliates of Centro will be merged into Kramont.  The
transaction is expected to close during the first quarter of 2005.
During its review, Moody's will review the pro forma financial and
strategic structure of Centro and its US affiliates, and the
disposition of the Kramont preferred stock.  The review for
upgrade reflects Centro's status as a larger, more diverse and
seemingly more financially robust company than Kramont.  Moody's
does not rate Centro.


KRISPY KREME: KremeKo Franchisee Files for CCAA Protection
----------------------------------------------------------
KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. (NYSE: KKD)
franchisee, filed an application with the Ontario Superior Court
of Justice to restructure under the Companies' Creditors
Arrangement Act.  Krispy Kreme, which holds a 40.6% interest in
KremeKo, has agreed to provide debtor-in-possession financing to
provide funds for KremeKo's operations during the restructuring
process.  The Court also approved the appointment of a Chief
Restructuring Officer to work closely with the Company and to
manage KremeKo's operations during the course of the
restructuring.

The Court made an order on Friday, April 15, 2005, protecting
KremeKo from its creditors while it restructures its affairs under
the CCAA.  The Initial Order appointed Ernst & Young Inc. as
Monitor of the property and business of KKI.

"This is a difficult but necessary process for KremeKo, and we
believe it is in the best interest of the Krispy Kreme brand in
Canada in the long term," said Steve Cooper, Chief Executive
Officer of Krispy Kreme Doughnuts, Inc.  "We believe that this
process allows us to continue to serve customers in KremeKo's
markets while simultaneously restructuring our Canadian operations
on a sound basis so that we can continue to grow."

              Krispy Kreme's New Financing Agreements

As previously reported in the Troubled Company Reporter, Krispy
Kreme Doughnut Corporation, a wholly owned subsidiary of Krispy
Kreme Doughnuts, Inc., entered into two senior secured credit
facilities that will provide the doughnut-maker with up to
$225,000,000 of fresh financing.

Under a FIRST LIEN CREDIT AGREEMENT dated as of April 1, 2005,
Krispy Kreme gets access to $75,000,000 of revolving credit,
secured by a first lien on the company's assets.  Under a SECOND
LIEN CREDIT AGREEMENT dated as of April 1, 2005, the Company can
borrow up to $120,000,000 in the form of a secured term loan and
the lenders will back letters of credit for up to $30,000,000.
The proceeds of the term loan repay approximately $90 million
outstanding under KKDC's previous credit facility, pay fees and
expenses related to the financing and provide cash on the balance
sheet.

KRISPY KREME DOUGHNUT CORPORATION is the Borrower under each
facility, and KKDC's obligations are guaranteed by KRISPY KREME
DOUGHNUTS, INC., KRISPY KREME DISTRIBUTING COMPANY, INCORPORATED,
KRISPY KREME MOBILE STORE COMPANY, KRISPY KREME CANADA, INC., HD
CAPITAL CORPORATION, HDN DEVELOPMENT CORPORATION, KRISPY KREME
COFFEE COMPANY, LLC, GOLDEN GATE DOUGHNUTS, LLC, PANHANDLE
DOUGHNUTS, LLC, FREEDOM RINGS, LLC, and NORTH TEXAS DOUGHNUTS,
L.P.

The FIRST LIEN Lenders are:

     * CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
       as Administrative Agent, Lender and Issuing Lender

     * WELLS FARGO FOOTHILL, INC.,
       as Collateral Agent, Lender, Issuing Lender and Swingline
       Lender

     * Field Point I, LTD.

     * SPCP Group III LLC and

     * SPCP Group LLC

The SECOND LIEN Lenders are:

     * CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
       as Lender, Administrative Agent, Paying Agent,
       Fronting Bank and Collateral Agent

     * Banc of America Securities LLC as agent for Bank of
       America, N.A.

     * Field Point I, LTD.

     * Sea Pines Funding LLC and

     * SPF CDO I, LLC

As of April 1, 2005, Krispy Kreme warrants and represents to the
Lenders that, after giving effect on a pro forma basis to the new
extensions of credit, the Company is and will be solvent.  Krispy
Kreme is confident that the aggregate value of its property, at
present fair saleable value (i.e., the amount that may be realized
within a reasonable time, considered to be six to eighteen months,
either through collection or sale at the regular market value,
conceiving the latter as the amount that could be obtained for the
properties in question within such period by a capable and
diligent businessperson from an interested buyer who is willing to
purchase under ordinary selling conditions), exceeds the amount of
all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities).  Krispy Kreme assures the
Lenders that it will not have unreasonably small capital with
which to conduct their business operations and the Company will
have sufficient cash flow to enable them to pay their debts as
they mature.

Milbank, Tweed, Hadley & McCloy LLP represented the Lenders in
these financing transactions.  Krispy Kreme is represented by
Gerald S. Tanenbaum, Esq., at Cahill Gordon & Reindel LLP, as
special New York counsel; Kilpatrick Stockton, LLP, as special
North Carolina and intellectual property counsel; Taylor Law
Offices, P.C., as special Illinois counsel; Allman Spry Leggett &
Crumpler, P.A., as special North Carolina real estate counsel;
Stites & Harbison PLLC, as special Kentucky counsel; and Andrews
Kurth LLP, as special Texas counsel.

Krispy Kreme promises to comply with three key financial
covenants:

   (a) Krispy Kreme promises that its Consolidated Leverage
       Ratio will not exceed:

                                                         Maximum
                                                    Consolidated
   Testing Period                                 Leverage Ratio
   --------------                                 --------------
   Second, Third and Fourth Fiscal                  4.50 to 1.00
   Quarters of 2006 Fiscal Year

   First Fiscal Quarter of 2007 Fiscal Year         4.25 to 1.00

   Second Fiscal Quarter of 2007 Fiscal Year        4.20 to 1.00

   Third and Fourth Fiscal Quarters of              3.95 to 1.00
   2007 Fiscal Year

   2008 Fiscal Year                                 3.70 to 1.00

   First Fiscal Quarter of 2009 Fiscal              3.50 to 1.00
   Year and Thereafter

   (b) Krispy Kreme covenants that its Consolidated Interest
       Coverage Ratio will not fall below:

                                                         Minimum
                                                    Consolidated
   Testing Period                        Interest Coverage Ratio
   --------------                        -----------------------

   Second Fiscal Quarter of 2006 Fiscal             3.15 to 1.00
   Year through Third Fiscal Quarter
   of 2007 Fiscal Year

   Fourth Fiscal Quarter of 2007 Fiscal             3.40 to 1.00
   Year through Fourth Fiscal Quarter
   of 2008 Fiscal Year

   First Fiscal Quarter of 2009 and                 3.50 to 1.00
   Thereafter

   (c) Krispy Kreme agrees to limit Capital Expenditures (subject
       to a 50% carryover from one year to the next for unused
       amounts) to:

   Period                                    Maximum CapEx
   ------                                    -------------
   2006 Fiscal Year                                $15,000,000
   2007 Fiscal Year                                $15,000,000
   2008 Fiscal Year                                $33,000,000
   2009 Fiscal Year                                $40,000,000
   2010 Fiscal Year                                $50,000,000

Krispy Kreme agrees it will deliver copies of all Restated
Financial Statements for the 2004 and 2005 Fiscal Years to the
Lenders no later than December 15, 2005, and promises that the
audit opinion submitted by PriceWaterhouseCoopers LLP (or any
other independent public accountants of recognized national
standing) will not contain a "going concern" or similar
qualification or exception or any other qualification or exception
as to the scope of the audit.

Additionally, until the Restated Financial Statements are
delivered to the Lenders, Krispy Kreme promises that Kroll Zolfo
Cooper LLC (or another firm with at least the same capabilities
and reputation acceptable to the Lenders) will continue to be
engaged to perform substantially the same services it's performing
now.  Krispy Kreme also agrees that any success or similar fee
payable to Kroll, to the extent that amount of any portion is paid
in cash, must be acceptable to the Lenders.

Krispy Kreme further agrees with the Lenders that not later than
90 days after the Restated Financial Statements are prepared and
delivered, the Company will arrange and pay for Standard & Poor's
Ratings Services and Moody's Investors Services, Inc., to rate the
loan facilities.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


LAC D'AMIANTE: Files for Chapter 11 Protection in S.D. Texas
------------------------------------------------------------
Five of Tucson, Arizona-based ASARCO Inc.'s non-operational and
dormant subsidiaries filed Chapter 11 petitions in the U.S.
Bankruptcy Court for the Southern District of Texas to deal with
asbestos-related claims.

ASARCO, the U.S. unit of Mexican diversified mining firm Grupo
M,xico S.A. de C.V. (Mexican: GMEXICOB), said in a press release
that the filing in Corpus Christi, Texas, would not affect
customers, suppliers, employees or any of its operational units.

Although both businesses were discontinued, ASARCO says they face
personal injury claims stemming from the widespread "asbestos
crisis" of the late 1990s.

"In order to dispose of thousands of claims in an expeditious and
fair manner, Asarco has turned to the congressionally authored
solution, and will seek a permanent injunction under section
524(g) of the Bankruptcy Code in which all asbestos-related claims
will be channeled to a trust for an equitable resolution and
payment," the company told Dow Jones.

Section 524(g) of the Bankruptcy Code gives temporary protection
to parent companies from asbestos-related personal injury claims
against their subsidiaries.  All claims have to be heard at the
same court.

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos Of Quebec, Ltd., and LAQ Canada, Ltd., are all non-
operational and dormant subsidiaries of ASARCO Inc. n/k/a ASARCO
LLC -- http://www.asarco.com/ ASARCO mines, smelts and refines
copper and molybdenum in the United States and Peru.  The Debtors
filed for chapter 11 protection on Apr. 11, 2005 (Bankr. S.D. Tex.
Case Nos. 05-20521 through 05-20525).  Nathaniel Peter Holzer,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they each estimated more than
$100 million in assets and debts.


LAC D'AMIANTE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Lac d'Amiante Du Quebec Ltee
             fka Lake Asbestos of Quebec, Ltd.
             1150 North Seventh Avenue
             Tucson, Arizona 85705

Bankruptcy Case No.: 05-20521

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CAPCO Pipe Company, Inc.                   05-20522
      Cement Asbestos Products Company           05-20523
      Lake Asbestos Of Quebec, Ltd.              05-20524
      LAQ Canada, Ltd.                           05-20525

Type of Business: The Debtors are all non-operational and dormant
                  subsidiaries of ASARCO Inc. nka ASARCO LLC.  To
                  deal with asbestos-related claims, the Debtors
                  filed for chapter 11 protection.  ASARCO mines,
                  smelts and refines copper and molybdenum in the
                  United States and Peru.
                  See http://www.asarco.com/

Chapter 11 Petition Date: April 11, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Nathaniel Peter Holzer, Esq.
                  Jordan, Hyden, Womble & Culbreth, P.C.
                  500 North Shoreline Drive, Suite 900
                  Corpus Christi, Texas 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555


Financial Condition as of April 11, 2005:

                     Estimated Assets         Estimated Debts
                     ----------------         ---------------
Lac d'Amiante Du     More than                More than
Quebec Ltee          $100 Million             $100 Million

CAPCO Pipe Company,  More than                More than
Inc.                 $100 Million             $100 Million

Cement Asbestos      More than                More than
Products Company     $100 Million             $100 Million

Lake Asbestos Of     More than                More than
Quebec, Ltd.         $100 Million             $100 Million

LAQ Canada, Ltd.     More than                More than
                     $100 Million             $100 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brayton Purcell               Settled unfunded       $15,300,000
Al Brayton                    claims
222 Rush Landing
P.O. Box 6169
Novato, CA 94948

Karl Asch, Esq.               Settled unfunded        $4,300,000
150 Tices Lane                claims
East Brunswick, NJ 08816

Garruto, Galex & Cantor       Settled unfunded        $4,000,000
c/o Tortoreti Tomes &         claims
Callahan PC
150 Tices Lane
East Brunswick, NJ
08816-2089

Paul Hanley & Harley LLP      Settled unfunded        $3,700,000
Dean Hanley                   claims
1608 Fourth Street, Suite 300
Berkeley, CA 94710

Baron & Budd, P.C.            Settled unfunded        $3,100,000
Russell Budd                  claims
3102 Oak Lawn Avenue
Suite 1100
Dallas, TX 75219-4281

Kazan, McClain, Abrams,       Settled unfunded        $2,200,000
Fernandez, Lyones &           claims
Farrise, PLC
Steven Kazan
171 Twelfth, Suite 300
Oakland, CA 94607

Environmental Attorneys       Settled unfunded        $2,100,000
Group LLC                     claims
Marty Berks
1900 28th Avenue South,
Suite 107
Birmingham, AL 35209

Waters & Kraus, LLP           Settled unfunded        $2,000,000
Peter Kraus                   claims
3219 McKinney Ave.,
Suite 3000
Dallas, TX 75204
$2,000,000

Early Ludwick &               Settled unfunded        $1,600,000
Sweeney, LLC                  claims
One Century Tower
265 Church St., 11th Floor
P.O. Box 1866
New Haven, CT 06508-1866

Pitkow & Witt                 Settled unfunded        $1,400,001
Hal Pitkow                    claims
138 N. State Street
Newtown, PA 18940

Greitzer & Locks              Settled unfunded        $1,200,000
1500 Walnut Street            claims
Philadelphia, PA 19102

Reaud, Morgan & Quinn, Inc.   Settled unfunded        $1,100,000
Glen Morgan                   claims
801 Laurel
Beaumont, TX 77704

Wilentz Goldman &             Settled unfunded        $1,000,000
Spitzer, P.C.                 claims
90 Woodbridge Center Drive
Suite 300, Box 10
Woodbridge, NJ 07095

Simmons Law Firm, L.L.C.      Settled unfunded          $750,000
Andy Bono                     claims
707 Berkshire Boulevard
P.O. Box 521
East Alton, IL 62024

Brookman Rosenberg Brown &    Settled unfunded          $660,000
Sandler                       claims
17th Floor, One Penn
Square West
30 South Fifteenth Street
Philadelphia, PA 19102

Lynch Martin                  Settled unfunded          $625,000
1368 How Lane                 claims
North Brunswick, NJ 08902

James F. Humphreys &          Settled unfunded          $580,000
Associates LC                 claims
David Cecil
United Center, Suite 800,
500 Virginia Street, East
Charleston, WV 25301

Robert E. Sweeney Co.,        Settled unfunded          $478,000
L.P.A.                        claims
55 Public Square,
Suite 1500
Cleveland, OH 44113

Jacobs & Crumplar, P.A.       Settled unfunded          $392,000
2 East 7th St                 claims
P.O. Box 1271
Wilmington, DE 19899

McCurdy & McCurdy, LLP        Settled unfunded          $390,000
524 E. Lamar Blvd.,           claims
Suite 250
Arlington, TX 76011

Brent Coon & Associates       Settled unfunded          $383,000
Brent Coon                    claims
917 Franklin Suite 210
Houston, TX 77002

Cooney & Conway               Settled unfunded          $375,000
John Cooney                   claims
120 N. LaSalle, 30th Floor
Chicago, IL 60602

Gavin & Gavin PC              Settled unfunded          $370,000
22 Beech Lane                 claims
Edison, NJ 08820

John Arthur Eaves Law Firm    Settled unfunded          $347,000
101 North State St.           claims
Jackson, MS 39201-2811

Hamburg, Rubin, Mullin,       Settled unfunded          $324,000
Maxwell & Lupin               claims
375 Morris Road
P.O. Box 1479
Lansdale, PA 19446-0773

Shein Paul Reich &           Settled unfunded           $269,000
Meyers PC                    claims
Shein Law Center
121 South Broad Street,
21st Floor
Philadelphia, PA 19107

Bevan & Associates,           Settled unfunded          $255,000
L.P.A., Inc.                  claims
Tom Bevan
10360 Northfield Road
Northfield, OH 44067

Morris Eisen & Perry          Settled unfunded          $250,000
Weitz PC                      claims
c/o Weitz & Luxenberg,P.C.
Perry Weitz
180 Maiden Lane
New York, NY 10038

Foster & Sear, LLP            Settled unfunded          $232,000
Scott Wert                    claims
524 E. Lamar Blvd.,
Suite 200
Arlington, TX 76011

Law Offices of Peter G.       Settled unfunded          $225,000
Angelos (Baltimore)           claims
One Charles Center,
22nd Floor,
100 North Charles Street
Baltimore, MD 21201


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


MARKLAND TECH: Subsidiary Wins Omnibus Contract Extension
---------------------------------------------------------
Markland Technologies, Inc. (OTCBB: MRKL), a defense and homeland
security company transforming advanced laboratory technology into
real-world products, said the Contracting Officer for its U.S.
Army Night Vision and Electronic Sensors Directorate Omnibus
contract has stated that EOIR Technologies Inc. will be awarded an
additional performance year on this contract thus extending the
period for contract awards out to July 2007.

Normal practice would allow for tasks awarded by that date to be
executed over the following year, allowing backlog to be
accumulated on this contract until midyear 2008.  EOIR
Technologies Inc has won this contract on three consecutive
solicitations over the last twelve years and expects that it will
compete for, and as a result of continued excellent performance,
believes it will have a very good opportunity to win the 5-year
follow-on contract to be awarded sometime in 2008.

The contract has a potential value of approximately $406 million
over the life of the contract.  With approximately $150M funded to
date there is a total remaining potential contract value which
exceeds $250M over the three year period extending to mid year
2008.

Although there is no guarantee of capturing that complete level of
funding the company has traditionally captured a very high
percentage of available contract funding over the previous twelve
year history of this contract.

The Army's NVESD research and development group is one of the U.S.
military's most advanced technological leaders.  Markland is
working on a range of next-generation technology solutions for the
NVESD, including night vision and advanced sensor applications,
disposable sensors and other threat-detection systems.

Many of the products and services being delivered on this contract
utilize next-generation electro-optic and infrared sensor
technologies that are being used in direct support of U.S.
military combat operations in Iraq, Afghanistan and elsewhere.
The Army's NVESD has been responsible for numerous key innovations
in the fields of optical electronics and thermal imaging for
weapons targeting, electronic surveillance and other mission-
critical military applications.

                  About Markland Technologies

Markland Technologies, Inc., is committed to setting next-
generation standards in defense and security through the provision
of innovative emerging technologies and expert services.  The
Company is engaged in the identification of advanced technologies
currently under development in laboratories, universities and in
private industry, and in the transformation of those technologies
into next-generation products.  Markland's solutions support
military, law enforcement and homeland security personnel to
protect the nation's citizens, borders and critical infrastructure
assets from the threat of terrorism and other dangers.  Through
strategic development, Markland focuses on the creation of dual-
use technology and products with applications in both the defense
market and civilian homeland security and law enforcement fields.
The Company is a Board Member of the Homeland Security Industries
Association, and is a featured Company on
HomelandDefenseStocks.com

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Dec. 31, 2004,
filed with the Securities and Exchange Commission, Markland
reported net losses of $9,253,213 and $1,739,145 for the six
months ended December 31, 2004 and 2003, respectively.  During the
six months ended December 31, 2004, Markland issued secured
convertible promissory notes with a face value of $6,955,000
which, if not converted, are repayable between September and
November 2005.  There is no assurance that Markland can reverse
its operating losses, or that it can raise additional capital to
allow it to continue its planned operations.  These factors raise
substantial doubt about Markland's ability to continue as a going
concern.


MATLACK SYSTEMS: Court Okays Settlements of Avoidance Actions
-------------------------------------------------------------
At the request of Gary F. Seitz, the chapter 7 Trustee of the
estate of Matlack Systems, Inc., and debtor-affiliates, the U.S.
Bankruptcy Court for the District of Delaware approved the
Settlements of Avoidance Actions with six Defendants who filed
preference actions against the Debtors.

On July 19, 2003, the Court entered an order Establishing
Compromise Procedures for Settlement of Avoidance Claims.  The
Court's order stipulates that Mr. Seitz must seek Court approval
for any settlement of preference actions amounting to more than
$100,000 asserted against the Debtors.

The six Defendants covered by the Settlements and the settlement
amounts are:

Defendant                    Amount Demanded    Settlement Amount
---------                    ---------------    -----------------
Comdata Corp.                 $2,595,902.66         $170,000
J.J. Keller & Associates        $972,572.68          $70,000
Ports Petroleum Inc., Co.       $397,475.30          $30,000
Tennessee Transporter, Inc.     $254,352.54           $2,000
Zurich Insurance Company        $192,597.00           $2,500
Sorenson Transport              $159,509.05           $5,000
                                                -----------------
                                                    $279,500

Mr. Seitz assures the Court that none of the Debtors' creditors or
other parties-in-interest will be prejudiced by the Settlements.

Headquartered in Wilmington, Delaware, Matlack Systems, Inc.,
provides liquid and dry bulk transportation, primarily for the
chemicals industry.  The Company and its debtor-affiliates filed
for chapter 11 protection on March 29, 2001 (Bankr. D. Del. Case
No. 01-1114).  The Court converted the case to a chapter 7
liquidation proceeding on Oct. 18, 2002.  William H. Schorling
Klett Rooney Lieber & Schorling, P.C., represents the Debtors as
they wind up their assets.  Charlene D. Davis, Esq., and Daniel K.
Astin, Esq., at The Bayard Firm serves as the Chapter 7 Trustee's
attorneys.  When the Debtors filed for chapter 11 protection, they
listed total assets of $105,337,000 and total debts of
$59,275,000.


MATRIA HEALTHCARE: Wins Four New Disease Management Accounts
------------------------------------------------------------
Matria Healthcare, Inc. (Nasdaq: MATR) has been awarded four new
disease management accounts and expanded programs and services for
two of the Company's current disease management clients.  The
Company's four new awards of business are with two self-insured
employers and two third party administrators.  The two awards of
business for the expansion of the Company's health enhancement
programs and services are with a self-insured employer and a
regional health plan.

The Company reported that these new awards are in addition to the
six awards of new business that were announced February 2, 2005.
The newly awarded services for one of the new accounts and one of
the expanded accounts have already been implemented, and Matria
expects to implement services for the remaining accounts during
the second and third quarters of 2005.

The two new employers selecting Matria's disease management
services include a Fortune 700 company and a non-public company
with annual revenues of approximately six billion dollars.  The
new third party administrator accounts will provide Matria's
disease management programs to their members.  Collectively, the
new employer and third party administrator accounts will represent
approximately 100,000 additional covered lives.  The two existing
Matria accounts adding health enhancement programs and services
for their employees and health plan members are a Fortune 300
company and a regional health plan with approximately 1.5 million
covered lives.

Parker H. "Pete" Petit, Chairman and Chief Executive Officer,
said, "We continue to see a steady flow of new accounts selecting
our health enhancement services for their employees and their
health plan members.  We are especially pleased to see existing
accounts recognizing the compelling outcomes and excellent patient
satisfaction scores from their disease management programs; and
therefore, expanding the breadth of Matria's programs and services
that are available to their employees and members.  We have
continually pursued the broadening of our programs and services to
encompass the full-continuum of care and a total health
enhancement solution that brings together a comprehensive array of
programs to support the health, well-being and productivity of
employees and health plan members."

"We believe the best testimony of a client's satisfaction with the
return on investment from disease management programs is the
client's desire to offer expanded health enhancement programs.  We
are just beginning to experience what we believe will become a
trend ... accounts adding more and more components to their health
enhancement offerings and doing so with a one-stop- shop
provider," added Mr. Petit.

In three of Matria's new accounts, the Company has been awarded
the management of four or more diseases and conditions.  The other
new account has selected Matria's cancer management program for
its members.  In the existing health plan account, Matria has a
long relationship as the provider of this health plan's diabetes,
asthma, chronic obstructive pulmonary disease and maternity
management programs, and now Matria will be adding its 24/7 nurse
triage program.  The existing employer account expanding Matria's
services will be adding the Company's disease management programs
for cancer and end- stage renal disease to its current Matria
programs for diabetes, coronary artery disease and low back pain.

                    About Matria Healthcare

Matria Healthcare -- http://www.matria.com/-- is the leading
provider of comprehensive disease management programs to health
plans and employers. Matria manages the chronic disease and
episodic conditions representing the greatest cost to the
healthcare system ... diabetes, cardiovascular diseases,
respiratory disorders, high-risk pregnancy, cancer, chronic pain
and depression. Headquartered in Marietta, Georgia, Matria has
more than 40 offices in the United States and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services reinstated its 'BB-' senior
secured debt rating on disease-state management and fulfillment
services provider Matria Healthcare Inc.'s $35 million revolving
credit facility due October 2005.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and its 'B-' subordinated debt rating on Matria's
$84 million of 4.875% convertible senior subordinated notes due in
2024.

Standard & Poor's initially withdrew the senior secured rating
because they believed that the $35 million revolving credit
facility would be refinanced as part of Matria's transaction to
retire $122 million of outstanding 11% senior notes. However,
because the revolving credit facility will remain outstanding,
Standard & Poor's is reinstating the rating.

S&P says the outlook is stable.

"The low-speculative-grade ratings on Matria Healthcare, a
disease-state management and fulfillment services provider to
patients, physicians, and health plans, reflect the company's
limited scale of operations, its position as a small vendor
supplying products for larger medical products manufacturers, and
the decline in its women's health segment," said Standard & Poor's
credit analyst Jesse Juliano. "These concerns are offset by the
fact that Matria has acquired businesses during the past few years
that have broadened its clinical infrastructure and disease-state
management platforms. The company is also operating with
relatively moderate debt leverage."


METROMEDIA INT'L: Must File Reports by June 3 to Avoid Default
--------------------------------------------------------------
Metromedia International Group, Inc. (OTCBB: MTRM) (PINK SHEETS:
MTRMP), the owner of interests in various communications and media
businesses in the countries of Russia and Georgia, received
notification from the trustee of its 10-1/2 % Senior Notes Due
2007 concerning non-compliance with certain covenants in the
indenture governing the Senior Notes.  The trustee reported that
it had not received three documents from the Company:

   -- The Company's Annual Report on Form 10-K for the fiscal year
      ended December 31, 2004;

   -- An Officers' Certificate executed by the Company's Chief
      Executive Officer and Chief Financial Officer containing
      management's representations that the Company has complied
      with the covenants of the Indenture; and

   -- A certificate executed by the Company's independent public
      accountants representing that nothing has come to their
      attention that leads them to believe that the Company failed
      to comply with the covenants of the Indenture.

Under the terms of the Indenture, the Company must resolve these
compliance matters no later than June 3, 2005, in order to avoid
an event of default.  If such an event of default were to occur,
the trustee or holders of at least 25% of the aggregate principal
amount of the Senior Notes outstanding could declare all Senior
Notes to be due and payable immediately, and should that happen,
the Company would not have sufficient corporate cash to meet this
obligation.

In making this announcement, Ernie Pyle, Chief Financial Officer
of MIG, commented, "The Company is currently completing
preparation of its Current Annual Report and anticipates filing
such report with the United States Securities and Exchange
Commission within the next three weeks.  As such, we anticipate
curing the outstanding compliance items with respect to the
Indenture before June 3rd."

With respect to the Company's ability to timely file future
reports with the SEC, Mr. Pyle added: "The Company does not
presently have sufficient financial personnel and resources within
Russia and Georgia to prepare and finalize, on a timely basis, the
US GAAP financial results for the Company's business ventures
located within these countries.  The recruitment and retention of
qualified US GAAP accountants in these countries is difficult
today due to the high demand for individuals with these skills in
this part of the world.  Accordingly, the Company may continue to
experience difficulties in timely filing reports with the SEC."

                        About the Company

Through its wholly owned subsidiaries, Metromedia International
Group owns interests in communications businesses in the countries
of Russia and Georgia.  Since the first quarter of 2003, the
Company has focused its principal attentions on the continued
development of its core telephony businesses, and has
substantially completed a program of gradual divestiture of its
non-core cable television and radio broadcast businesses.  The
Company's core telephony businesses include PeterStar, the leading
competitive local exchange carrier in St. Petersburg, Russia, and
Magticom, Ltd., the leading mobile telephony operator in Tbilisi,
Georgia.

At Sept. 30, 2004, Metromedia International's balance sheet showed
a $6,497,000 stockholders' deficit, compared to a $13,155,000
deficit at Dec. 31, 2003.


MIRANT CORP: Shareholders Demand Fairness in Bankruptcy Hearing
---------------------------------------------------------------
Bankruptcy proceedings for Mirant, an Atlanta-based power company,
continue with arguments to determine the company's enterprise
value today, April 18, in the U.S. Bankruptcy Court for the
Northern District of Texas.  Mirant filed the 11th-largest
bankruptcy of all time on July 14, 2003, with listed assets of
$20.57 billion and consolidated debts of $11.4 billion.

The company proposed a reorganization plan that has drawn
objections from shareholders, bondholders, creditors and
regulators.  In fact, the Securities and Exchange Commission said
in its objection to the plan that Mirant improperly provided
releases to present and former executives and directors "to the
detriment of public investors."

With assets almost doubling liabilities at the time of Mirant's
surprising and controversial bankruptcy filing, stakeholders were
almost assured recovery.  Inexplicably, the proposed plan makes
only long-term bondholders whole, offers varying amounts of stock
to other bondholders and creditors, but gives nothing to Mirant's
stockholders.

Today, the Mirant Shareholders' Rights Group LLC, representing
more than 200,000 investors who have lost life savings and
retirement funds, will argue that attempts to undervalue the
company are a flagrant abuse of the bankruptcy process and steal
value from those who hold stock and deliver that value instead to
management and the banks that support them.  Mirant Corporation
(OTC Pink Sheets: MIRKQ) has clearly demonstrated it is
uninterested in fulfilling any level of accountability to its
shareholders.  While the Company has lost billions of dollars and
is currently under Chapter 11 protection, top executives continue
to be rewarded with large bonuses.

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 CORP: Objects to Former Parent's Multi-Million Claims
------------------------------------------------------------
Mirant Corporation was a wholly owned subsidiary of The Southern
Company until it was spun off as an independent, publicly traded
company in 2001.  Prior to the Spin-Off, Southern provided
guarantees to certain of Mirant Americas Energy Marketing, LP's
trading counterparties.

On December 15, 2003, Southern filed Claim No. 6307 in MAEM's
case as "contingent and unliquidated," based on six guarantees:

                                           Original    Amended
                                           Claim --    Claim --
                               Date of     Amount of   Amount of
Counterparty                  Guarantee    Guarantee   Guarantee
------------                  ---------    ---------   ---------
Avista Energy, Inc.            04/27/99   $3,000,000   Withdrawn
Abitibi-Consolidated, Inc.     06/10/98   $5,000,000   $1,143,829
Entergy Power Marketing        02/10/98   $3,000,000   $3,000,000
Koch Energy Trading, Inc.      04/18/97   $5,000,000   $5,000,000
Enron Power Marketing, Inc.    04/01/97   $9,000,000   $9,000,000
Engage Energy US, L.P.         05/11/98   $4,000,000   $4,000,000

Southern amended Claim No. 6307 on November 30, 2004, for
$22,143,829 based on the Guarantees.  Southern alleged that its
claims are secured by collateral, including a right of set-off.

     Avista Guarantee   Pursuant to a Settlement Agreement and
                        Release between Avista and MAEM approved
                        by the Court by order dated December 18,
                        2003, Southern was released from any
                        obligations under the Avista Guarantee.
                        As a consequence of the release, Southern
                        states that it "withdraws the portion of
                        the Claim based on the Avista Guarantee."

     Abitibi Guarantee  Southern states that it "has received a
                        demand under the Abitibi Guarantee.  On
                        October 12, 2004, Southern Company paid
                        $316,650 pursuant to the demand.  To
                        mitigate its damages and terminate its
                        liability under the Abitibi Guarantee,
                        Southern has also paid $829,179 on
                        October 22, 2004."

     Entergy Guarantee  Southern admits that it "has not received
                        a demand under the Entergy Guaranty."
                        Southern states that MAEM has "indicated
                        that Southern Company has been released
                        from the Entergy Guaranty."  MAEM says it
                        has made no express representation.

     Koch Guarantee     Southern admits that it "has not received
                        a demand under the Koch Guaranty."
                        Southern states that MAEM has "indicated
                        that Southern Company has been released
                        from the Koch Guarantee."  MAEM denies
                        making express representation.

     Enron Guarantee    Southern states that "[b]ecause of the
                        dispute between the Debtor and its
                        affiliates and Enron and its affiliated
                        companies regarding the underlying
                        contract, Southern Company reserves its
                        rights under the Enron Guaranty until the
                        Debtors and Enron resolve their disputes,
                        including any disputes as to the amounts
                        which may arise under the Enron
                        Guaranty."  MAEM believes that Enron has
                        made no demand to Southern under the
                        Enron Guarantee.

     Engage Guarantee   Southern admits that it "has not received
                        a demand under the Engage Guaranty.
                        Accordingly, Southern Company reserves
                        its rights regarding any amounts which
                        may become due under the Engage
                        Guaranty."

MAEM disputes the Southern Guarantee Claim.  Pursuant to Sections
502(e) and 509 of the Bankruptcy Code, MAEM asks the Court to
disallow the Claim in its entirety.

MAEM explains that Southern has represented it has received no
demands for payment under any of the Guarantees other than in
connection with the Abitibi Guarantee.  The remainder of the
Southern Guarantees Claim was filed as contingent and
unliquidated, and these claims remain contingent and
unliquidated.  Section 502(e)(1)(B) provides that a claim for
reimbursement will be disallowed if the claim is contingent at
the time of allowance or disallowance.

MAEM also points out that In re Drexel Burham Lambert Group,
Inc., 148 B.R. 982, 990 (Bankr. S.D.N.Y. 1992), teaches a claim
will be expunged where:

   (i) The claim is for reimbursement or contribution;

  (ii) The claimant is liable with the debtor on the claim; and

(iii) The claim is contingent at the time of its allowance or
       disallowance.

MAEM informs the Court that Engage Energy and Enron filed proofs
of claim on their own behalf in its Chapter 11 case.  Engage
Energy also filed a proof of claim in Mirant's Chapter 11 case.
The Engage Energy Claims assert unliquidated, unsecured claims
based on (i) an energy tolling agreement between Engage Energy
and MAEM, and (ii) a corporate guarantee issued by Mirant in
favor of Engage Energy in support of the Tolling Agreement.  The
Engage Energy Claims do not relate to the Engage Guarantee or its
underlying agreement.

Enron filed Claim No. 6292, asserting its unliquidated, unsecured
claim based on a Master Purchase and Sale Agreement between MAEM
and Enron.

To the extent that the Southern Guarantees Claim seeks recovery
of amounts included in the Engage Energy Claims and the Enron
Claim, MAEM asserts that the Claim should be disallowed.  The
Debtors will only pay once on the amounts purportedly owed to any
of the counterparties under the Guarantees.

MAEM also tells Judge Lynn that Southern, as a Guarantor, has no
better claim than the underlying creditor.  MAEM contends that,
to the extent that a creditor's claim against a debtor's estate
is limited or disallowed, so too is any claim against the estate
for indemnity, reimbursement or contribution of an entity that is
liable with the debtor on the transaction underlying the claim.
Section 502(e)(1)(A) states that a claim for reimbursement will
be disallowed to the extent that the underlying creditor's claim
is disallowed.

MAEM relates that Abitibi, Entergy, Koch, and Engage Energy have
failed to file proofs of claim in the Debtors' Chapter 11 cases.
Entergy, Koch and Engage Energy were each listed in the Debtors'
Schedules of Liabilities as holding contingent and unliquidated
claims against the Debtors' estates.  Pursuant to Rule 3003(c)(2)
of the Federal Rules of Bankruptcy Procedure, creditors whose
claims are listed in a debtor's schedules as disputed, contingent
or unliquidated must file a proof of claim.

In addition, Southern elected not to file a proof of claim on the
behalf of any of the Counterparties pursuant to Section 501(b).
Each of Entergy, Koch, Engage Energy and Abitibi had actual
notice of the deadline for filing claims in the Debtors' cases.
As a result of the failure of these parties to file proofs of
claim, any claims that Abitibi, Entergy, Koch and Engage Energy
may have against MAEM and its estate should be considered
disallowed.

MAEM believes that the only party that (a) is purportedly covered
by a guarantee and (b) filed a proof of claim in these cases
relating to the Enron Guarantee is Enron.  The Debtors have not
yet filed an objection to the Enron Guarantee.  Accordingly, the
Court has not yet allowed or disallowed Enron's claim.  To the
extent the proof of claim filed by Enron is disallowed, Southern
should not be entitled to any recovery under the Southern
Guarantees Claim pursuant to Section 502(e)(1)(A).

MAEM also argues that no basis exists for Southern to assert that
the Southern Guarantees Claim is secured.  To date, Southern has
not provided any evidence of either collateral or rights of set-
off.

To the extent Southern seeks to subrogate the Southern Guarantees
Claim, MAEM maintains that the Southern Guarantees Claim should
be subordinated under Section 509(c) to the extent any of the
Counterparties have an allowed claim against MAEM that has not
been paid in full.

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


MIRANT CORP: Some Shareholders Slam Amended Disclosure Statement
----------------------------------------------------------------
L. Matt Wilson, Esq., at The Wilson Law Firm, PC, in Atlanta,
Georgia, represents a number of Mirant shareholders, including:

     Shareholder                No. of Shares
     -----------                -------------
     Frank Smith                   145,000
     R. Weldon Tigner               37,730
     David Matter                   10,600
     Dave Lucas                      8,000
     Nancy Sterk                     4,000

Mr. Wilson asserts that the Debtors' Amended Disclosure Statement
continue to fail to provide adequate information regarding:

A. Mirant Philippines Values and IPO

   According to Mr. Wilson, certain undisclosed facts or
   projections conceal the true value of the Mirant Philippines.
   There is no disclosure of:

   * the book value of the Mirant Philippines operations carried
     on the Debtor's consolidated balance sheet, nor of the
     amount of cash, which would be generated by an Initial
     Public Offering of some or all of Mirant Philippines, either
     at the planned or evaluated price, or the amount the Debtor
     would accept;

   * the amount of debt of that operation carried on the Debtors'
     consolidated balance sheet that might be removed, pursuant
     to Generally Accepted Accounting Principals, on completion
     of an IPO selling a majority interest; and

   * the amount of the tax consequences of any of the IPO.

B. Power Plant Values and Sales Possibilities

   There is no disclosure of:

   * the appraised value, fair market value, or of the amounts of
     any offers which the Debtor might receive, has received, or
     the amounts which the Debtors would accept, for the purchase
     and sale of any individual power plants;

   * the amounts of historical energy production, revenue
     generated, cost of fuel expense, operating expenses, and
     operating profits attributable to each power plant; and

   * the power plant level information sufficient to determine
     the value of the power plants, to avoid a so-called
     "K-Mart style" plan of reorganization, which grossly
     undervalues some or all of the Debtors' power plants, which
     might otherwise be sold in the public market, pursuant to
     all available Bankruptcy procedural protections, for amounts
     in excess of the values implied by the Debtors' continued
     inefficient and underutilized operation of these power
     plants.

   Certain current pleadings suggest that Citibank, N.A.,
   possibly acting on inside information obtained as a member of
   the Mirant Creditors Committee, has presented secret offers to
   purchase the Debtors' Philippines and Jamaican subsidiaries.
   The Debtors, Mr. Wilson asserts, should disclose:

   (1) all of the facts surrounding these offers should be
       investigated and fully disclosed as any unsolicited offer
       may provide a baseline minimum valuation for these assets;
       and

   (2) to the extent that these offers were evaluated by the
       Debtor and rejected as inadequate, or that counter-offers
       were made, there would be evidence the Debtors' own
       evaluation indicated a higher value for these assets;

C. Liquidation Value

   Despite of their inclusion of a "Liquidation Analysis," the
   Debtors have performed no "analysis" whatsoever. The Debtors
   did not consider the interests of the shareholders, provided
   source for the numbers used and does not "show its math".
   They did not provide power plant specific numbers, made
   entirely incorrect, unreasonable, and unsubstantiated
   assumptions, and based the entire proposed liquidation over an
   unnecessary, unreasonable, and impossible three-month period.

D. Trading Operations Value and Sale

   There is no disclosure of:

   * the appraised value, fair market value, or the amount of any
     offers which the Debtors have received, nor the amount which
     the Debtors would accept, for the purchase and sale of any
     of their trading operations.  Similarly, there is no
     disclosure of the historical profits and losses of these
     operations, the amount of capital, which is committed to
     these trading operations, or the projected profit and loss
     of these operations; and

   * the amount of capital, which is projected to be committed to
     these operations.

   The Debtors' lack of disclosure conceals the true value of the
   trading operations.  The Debtors must consider and evaluate
   sale or IPO so that the shareholders can determine whether the
   disposition of the trading operations, or even its
   discontinuation, might generate sufficient additional cash or
   revenues, or free up sufficient additional capital, to create
   positive value for equity.

E. Warrant Values:

   The Debtors continue to fail to disclose the exercise price of
   the proposed New Mirant Warrants.

F. Value of Released Claims

   The Debtors continue to fail to disclose:

   * the substance or values of any of the claims that they
     propose to release, which would include virtually all
     shareholder derivative claims other than the Southern
     Company Causes of Action; and

   * their own internal evaluation of the merits of any of the
     claims, as well as any adverse impact of not making the
     proposed release.

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)


NABI BIOPHARMACEUTICALS: S&P Rates $100 Million Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' senior unsecured
debt rating to Nabi Biopharmaceuticals' offering of $100 million
in convertible senior notes due April 15, 2025.  At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on
Nabi.  The outlook remains stable.

"The speculative-grade ratings on Nabi reflect the company's
narrow business focus as a niche developer of biopharmaceutical
products and vaccines," said Standard & Poor's credit analyst
Arthur Wong.  "The ratings also reflect the risks inherent in drug
development and the firm's limited cash flow generating ability as
its investment in R&D and manufacturing capacity increases."

These negative factors are only partially offset by the modest
sales growth of the company's products and the promise of its
development-stage staph infection treatment, StaphVAX.

Boca Raton, Florida-based Nabi focuses on the development of
treatments mainly for infectious and autoimmune diseases.  The
company's main products are Nabi-HB, PhosLo, and WinRho SDF, which
collectively account for about 70% of sales.  However, all three
products have been experiencing minimal sales growth.

Nabi-HB, a hepatitis B immune globulin, generated $40 million in
sales in 2004, or an increase of 7% from 2003.  Sales of Nabi-HB
are typically directly correlated with the number of U.S.
hepatitis B liver transplants.  However, sales growth for the drug
has lagged in the past year because of the changes in treatment
protocols, which call for less costly anti-viral drugs and lower
doses of antibody-based products such as Nabi-HB.

Meanwhile, sales of PhosLo, a phosphate binder used to treat
elevated phosphate levels in patients with kidney disease, grew
only 7%, to $38 million in 2004.  PhosLo is priced at a steep
discount to competing treatments, but nonetheless, sales are
expected to grow only modestly in 2005.

Nabi's business profile remains constrained by the lack of
diversity and limited growth potential of its current drug
portfolio.  The company's U.S. distribution agreement with Cangene
Corp. on WinRho SDF has expired, removing the product from Nabi's
lineup.

Nabi still has a high potential sales prospect in StaphVAX, a
staph infection vaccine currently in late-stage Phase III clinical
trials.  However, the drug's approval remains highly uncertain,
and it could take regulatory agencies up to 12 months to complete
their review of the product once an application is filed.  Nabi
does not plan to file a biological license application (BLA) in
the U.S. for StaphVAX until the end of 2005, and the company
currently has no marketing partner for the product.

Nabi has completed three product filings in Europe, including
those for PhosLo and StaphVAX.  The successful marketing of PhosLo
will be an important step in defining the company's commercial
presence in Europe before the launch of StaphVAX.


NAVISTAR INT'L: Earns $20 Million of Net Income in First Quarter
----------------------------------------------------------------
Navistar International Corporation (NYSE:NAV), the nation's
largest combined commercial truck, school bus and mid-range diesel
engine producer, reported that it earned $20 million, equal to
$0.27 per diluted common share, in its first fiscal quarter
compared with a net loss of $14 million in the first quarter a
year ago.

Consolidated sales and revenues from the company's manufacturing
and financial services operations for the first quarter ended
January 31, 2005 totaled $2.6 billion, compared with a restated
$1.9 billion in the first quarter of 2004.

Daniel C. Ustian, Navistar chairman, president and chief executive
officer, said first quarter results reflect volume improvements
tied to strong industry demand and substantially higher heavy
truck market share than in the first quarter of 2004.

"We are nearing the end of our second fiscal quarter and industry
demand continues strong and our heavy truck market share continues
at a high level," Mr. Ustian said.

Mr. Ustian reiterated that based on the company's current truck
industry volume forecast of 389,500 units, earnings in 2005 should
be in the range of at least $4.60 to $5.00 per diluted common
share.  He said that industry volume is ahead of the company's
forecast and that the forecast and guidance will be reviewed and
commented upon during the second quarter conference call.

According to Mr. Ustian, forecasting production and earnings is
difficult because suppliers may not have the necessary components
to support higher industry volume.  He noted that the company
reported two weeks ago that it was experiencing parts shortages
that were creating additional inventory, but believed, based upon
recent discussions with suppliers, material constraints should not
result in excessive in-process inventory by the end of the second
fiscal quarter ending April 30, 2005 and should have no impact on
full year earnings as currently projected.

"We anticipate that our overall market share will grow in 2005 and
that our earnings will be greater in 2005 than if we had cut
production as some of our competitors have done to address the
supply issues," Mr. Ustian said.  "Our Class 8 market share in the
first quarter rose to 19.1 percent from 15.5 percent in the first
quarter a year ago."

Worldwide shipments of International medium and heavy trucks and
school buses during the first quarter totaled 28,200 units,
compared with 22,500 units in the first quarter of 2004 Class 8
shipments totaled 13,000 units, compared with 7,800 in 2004.
Class 6-7 shipments totaled 10,800 units, up from 9,900 in 2004.
School bus shipments totaled 4,400 units, down from 4,800 a year
earlier as the nation's school districts continued to struggle
with funding issues.

Shipments of diesel engines to other original equipment
manufacturers during the quarter totaled 88,800 units, up from
74,500 units in the first quarter of 2004.

The company, producer of International(R) brand trucks, diesel
engines and IC(R) brand school buses, announced on March 14 that
it would be late in reporting first quarter results.  The delay in
filing the financial results with the Securities and Exchange
Commission was related to the restatement of financial information
for 2002 and 2003 and the first three quarters of 2004.

The company's finance subsidiary, Navistar Financial Corporation,
is expected to file its first quarter Form 10-Q with the
Securities and Exchange Commission early this week followed later
in the week by the parent company's first quarter Form 10-Q
filing.

                        About the Company

Navistar International Corporation (NYSE: NAV) --
http://www.nav-international.com/-- is the parent company of
International Truck and Engine Corporation.  The company produces
International(R) brand commercial trucks, mid-range diesel engines
and IC brand school buses and is a private label designer and
manufacturer of diesel engines for the pickup truck, van and SUV
markets.  With the broadest distribution network in North America,
the company also provides financing for customers and dealers.
Additionally, through a joint venture with Ford Motor Company, the
company builds medium commercial trucks and sells truck and diesel
engine service parts.

                          *     *     *

Moody's Investor Service and Standard & Poor's assigned their
low-B ratings to Navistar International's 7-1/2% senior notes due
2011 last year.


NEWPAGE CORP.: S&P Assigns Low Ratings on Various Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dayton, Ohio-based paper producer, NewPage Corp.
and to Escanaba Timber LLC, NewPage's indirect parent company.
The outlook is stable.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'B' senior secured bank loan rating
and '2' recovery rating to NewPage's $750 million senior secured
term loan due in 2011.

"The bank loan and recovery ratings reflect an expectation of
substantial recovery of principal in the event of default," said
Standard & Poor's credit analyst Pamela Rice.  Standard & Poor's
also assigned its 'BB-' senior secured bank loan rating and its
'1+' recovery rating to Escanaba's $225 million senior secured
term loan due in 2008, based on preliminary terms and conditions.
These ratings reflect an expectation of full recovery of principal
in the event of default.

In addition, Standard & Poor's assigned its 'CCC+' senior secured
debt rating and '5' recovery rating to NewPage's proposed $500
million second-lien secured instruments due 2012, based on
preliminary terms and conditions.  These ratings indicate
negligible (0% to 25%) recovery of principal in the event of
default.  The second-lien instruments may be issued in the form of
bank term loans, floating-rate notes and fixed rate notes, the
latter two to be issued under Rule 144a with registration rights.

The proposed term loans, floating-rate notes, and fixed-rate notes
are rated the same, based on preliminary indications that the
three instruments will share the same contractual characteristics.
The second-lien instruments are rated two notches below the
corporate credit rating on NewPage, reflecting the significant
amount of priority liabilities that would rank ahead of second-
lien lenders in the event of bankruptcy.

Standard & Poor's also assigned its 'CCC+' subordinated debt
rating to NewPage's $400 million subordinated notes due 2013, to
be issued under Rule 144a with registration rights.

Proceeds from the term loans, the second-lien and subordinated
notes, $117 million drawn on NewPage's $350 million unrated senior
secured revolving credit facility, and $465 million of equity will
be used to finance private equity firm Cerberus Capital Management
LP's $2.3 billion acquisition of MeadWestvaco Corp.'s
(BBB/Negative; Watch Pos/A-3) coated and carbonless paper
businesses, including 900,000 acres of timberland, plus fees,
expenses, and hedging costs.  The timberlands will be owned by
Escanaba, which will own NewPage through NewPage Holding Corp.

NewPage, with pro forma sales of $2.2 billion in 2004, produces
2.6 million tons of paper at its five mills, including coated
paper grades used for commercial printing, magazine covers,
catalogs, direct mail, and books, plus carbonless and uncoated
paper.  The company has a leading market share in North America,
an attractive customer base, and a cost position that is
competitive with other North American producers.

The ratings on NewPage reflect its very aggressive debt leverage,
complex capital structure, participation in mature, cyclical, and
highly competitive coated paper markets, limited product and
geographic diversity, some customer concentration, and potential
risks associated with operating as a stand-alone entity.  The
ratings also reflect expectations of favorable near-term market
conditions that should allow meaningful debt reduction over the
next 12 months.

The ratings on Escanaba also reflect its very aggressive debt
maturity schedule and valuable timberland holdings.  Standard &
Poor's ratings on Escanaba incorporate expectations that it will
sell the timberlands over the next year or two and use the
proceeds to pay off the Escanaba term loan, with any excess
proceeds returned to shareholders.


NEW WORLD: Moody's Puts B3 Rating on New $140M Secured Loan
-----------------------------------------------------------
Moody's Investors Service rated the proposed $140 million first-
lien secured Credit Facility of New World Restaurant Group, Inc.
at B3 and the $45 million second-lien secured Loan at Caa1,
subject to review of final documentation.  Proceeds from the new
debt will principally be used to refinance the existing $160
million issue of 13% senior secured notes (2008).

Negatively impacting the ratings are Moody's expectation that free
cash flow will remain tight for several years, given that the
company is at the beginning of an operating turnaround and will
invest in modernizing its store base, and the long-term challenges
in updating the company's image as more than a seller of bagels.
In spite of the substantial debt burden, the recent progress at
stabilizing operations and the potential to improve operating
efficiency through growing non-breakfast sales benefit the
ratings.

The rating outlook continues to be stable.

Ratings assigned are:

 $140 million first-lien secured credit facility at B3, and the
 $ 45 million second-lien term loan at Caa1.

Moody's affirmed the following ratings:

 $160 million of 13% senior secured notes (2008) at B3, and the
 Senior implied rating at B3.

Moody's also lowered the senior unsecured issuer rating to Caa2
from Caa1.  Ratings on the senior secured notes (2008) will be
withdrawn following completion of the contemplated transaction.

The ratings recognize the lengthy history of mediocre sales and
operating margins, the high financial leverage and low fixed
charge coverage, and the uncertain outcome of the strategic shift
to emphasize non-breakfast dayparts.  Also adversely impacting the
company's credit quality are limited liquidity for financing the
store modernization program beyond operating cash flow, current
and potential competition with respected restaurant operators such
as Starbucks and Panera, and the challenges at staying relevant
with shifting consumer preferences.

However, the ratings also consider the progress that management
has made at stabilizing sales and operating margins since the
start of 2004, the potential for strategies (menu, marketing, and
real estate) designed to build a significant lunch daypart, and
the consumer recognition of the company's concepts as leading
bagel restaurants.  The pro-forma interest savings, given the
expected lower price of the new debt relative to the replaced 13%
secured notes, also tangibly benefit the company's ability to
invest in its future.

The stable outlook reflects Moody's expectation that the company's
financial profile will tangibly improve in 2005 as:

   (1) the strategy to broaden daypart utilization appeals to
       consumers;

   (2) average unit volume and profitability grows; and

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

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

   * a slowdown in the recent improvement pace of restaurant
     operations;

   * permanent borrowings on the revolving credit facility;

   * or inability to improve debt protection measures.

Over the longer term, ratings could move upward as financial
flexibility strengthens (such as the cushion to cover fixed
charges approaching 1.5 times and lease adjusted leverage falling
towards 5 times), average unit volume and store operating margin
continues to improve, and the company achieves satisfactory
returns on investment with the planned remodel and development
program.

The B3 rating on the proposed secured credit facility (to be
comprised of a $15 million Revolving Credit Facility and $125 Term
Loan B) considers that these notes are guaranteed by all operating
subsidiaries and are secured by a first-lien on substantially all
of the company's assets.  In a hypothetical default scenario with
the revolving credit facility fully utilized, Moody's expects that
recovery would rely on ongoing enterprise value given likely
liquidation proceeds relative to book value for significant assets
such as restaurant equipment, leasehold improvements, goodwill,
and trade names.

The Caa1 rating on the proposed $45 million secured Loan considers
that these notes are collateralized by a second-lien on the same
assets that secure the first-lien credit facility.  In a default
scenario, Moody's believes that recovery value would not equal the
total debt balance.

Pro-forma lease adjusted leverage (assuming that the new debt has
a weighted average interest rate substantially lower than the 13%
of the to-be-retired secured notes) for the twelve months ending
December 2004 was high at about 6.4 times and fixed charge
coverage (Moody's definition is EBIT plus 1/3 * rent expense in
the numerator and interest expense + 1/3 * rent expense in the
denominator) was low at about 0.6 times.

Restaurant margin recovered to 18.0% in 2004 after declining to
16.0% in 2003 from 19.4% in 2002. Margins improved in 2004 after
stopping a marketing program that ineffectively stimulated
incremental sales.  Comparable store sales fell -1.9% in 2004 due
to declines in customer traffic, but sequentially improved from -
4.8% in the 1st Quarter to +2.6% in the 4th Quarter.  Comparable
store sales grew +4.6% in the 1st Quarter of 2005.

New local leadership and the refocus on restaurant fundamentals
such as good-quality food and efficient service have contributed
to the higher sales.  The ratings anticipate that steady growth in
average unit volume and profitability margins will lead to
positive free cash flow and improved debt protection measures as
the company expands the offering of non-breakfast items and
carries out a high ROI remodel program on most of the store base.

New World Restaurant Group, Inc., headquartered in Golden,
Colorado, operates or franchises 690 restaurants principally under
the "Einstein Bros. Bagels" and "Noah's Bagels" trade names.

Revenue for the year ending December 2004 equaled $374 million.


NEW WORLD: S&P Junks $185 Million First & Second Lien Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' bank loan
rating to Golden, Colorado-based New World Restaurant Group Inc.'s
planned $140 million first-lien term loan.  In addition, a 'CCC-'
bank loan rating was assigned to the company's $45 million second-
lien term loan.  A recovery rating of '5' was assigned to both
loans, indicating the expectation for negligible recovery of
principal (0%-25%) in the event of a payment default.  Proceeds
will be used to repay the company's $160 million senior secured
notes.

At the same time, Standard & Poor's revised the rating outlook on
New World to stable from negative.  The 'CCC+' corporate credit
rating on the company was affirmed.  The 'CCC+' rating on the $160
million senior secured notes will be withdrawn upon their
repayment.

"The outlook revision to stable is based on the benefits of the
refinancing transaction, which will lower the company's annual
interest cost by about $5 million and extend its maturities,"
explained Standard & Poor's credit analyst Robert Lichtenstein.
"The ratings reflect the risks associated with the company's
relatively small size in the highly competitive restaurant
industry, its reliance on a single primary product (bagels) and
products sold during breakfast, its weak cash flow protection
measures, and a highly leveraged capital structure."

The restaurant industry is highly competitive, including many
larger and well-established restaurants with substantially greater
financial and marketing resources than New World.  In addition,
the company is vulnerable to changing consumer preferences to low-
carbohydrate diets because it is more dependent on bagels and
breakfast than its competitors.  Barriers to entry are low, with
insignificant start-up costs associated with retail bagel and
similar food service establishments.  Local bagel shops also
provide effective competition.


NICHOLS & NICHOLS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Nichols and Nichols, Inc.
        aka Nick's Crane Service
        P.O. Box 6447
        Bend, Oregon 97708

Bankruptcy Case No.: 05-33927

Type of Business: The Debtor provides crane hoisting and rigging
                  services, and also leases contractors'
                  equipment.

Chapter 11 Petition Date: April 13, 2005

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Louis B. Dvorak, Esq.
                  1123 Nortwest Bond Street
                  Bend, Oregon 97701
                  Tel: (541) 382-2553

Estimated Assets: $500,000 to $1,000,000

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Essex Crane                   Money judgment for        $225,655
777 Terrace Ave. FL-3         equipment rental
Hasborouck Heights,
NJ 07604

Greentree Financial           Repo deficiency           $172,454
7360 South Kyrene Rd.
Tempe, AZ 85283

US Bank Cardmember Svcs       VISA card                 $113,193
POB 6343
Fargo, ND 58125

Arnold, Bruce and Doerfler    Insurance premiums         $88,670

Dept of Consumer/Business     Workers compensation fine  $74,003

Wells Fargo Bank NA           Credit line                $54,037

Locals 302 and 612            Dues                       $30,194

Kevin Vietzke                 Property damage            $26,451

MBNA America                  Mastercard                 $20,184

Interstate Heavy Hauling      Freight                    $13,443

Citi Card                     VISA card                   $9,975

Kingman Peabody et al         Attorney fees               $9,690

Boom Boys Cranes              Equipment rental            $8,985

Discover Card Services        Credit card                 $8,789

Industrial Applied Electric   Supplier                    $6,569

Pacific Life Insurance        Key man insurance           $6,315

Crane Rental Service          Equipment rental            $6,175

Nicholson Engineering         Engineering service         $5,200

Scottsdale Insurance          Deduction on claim          $5,000

Harney Rock and Paving        Concrete supplies           $4,932


NORANDA INC: Declares Common Stock Dividend at $0.12 Per Share
--------------------------------------------------------------
Noranda Inc. (TSX:NRD)(NYSE:NRD) has declared a dividend on its
common shares of $0.12 per share in Canadian funds.  The dividend
is payable May 16, 2005, to shareholders of record at the close of
business on April 26, 2005.

Noranda -- http://www.noranda.com/-- is a leading copper and
nickel company with investments in fully integrated zinc and
aluminum assets.  The Company's primary focus is the
identification and development of world-class copper and nickel
mining deposits.  It employs 16,000 people at its operations and
offices in 18 countries and is listed on The New York Stock
Exchange and the Toronto Stock Exchange (NRD).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 11, 2005,
Standard & Poor's Ratings Services changed its CreditWatch
implications on mining companies Noranda, Inc., and its
subsidiary, Falconbridge Ltd. to negative from developing, after
the companies announced their intention to combine the businesses.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


NORTEL NETWORKS: Filing Financial Statements by End of Month
------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.  These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

            Filing of Financial Statements for Year 2004
                     and First Quarter 2005

Consistent with its prior announcement, the Company expects that
it and NNL will file their audited financial statements for the
year 2004, and related Annual Reports on Form 10-K and
corresponding Canadian filings, by the end of April 2005.

The Company and NNL continue to devote significant resources to
the preparation of the 2004 financial statements and 2004 Annual
Reports, including the completion (for the first time) of the
requirements under Section 404 of the U.S. Sarbanes-Oxley Act of
2002.  As a result, the Company now expects that it and NNL will
file their unaudited financial statements for the first quarter of
2005, and related Quarterly Reports on Form 10-Q and corresponding
Canadian filings, by the end of May 2005.  The Company and NNL do
not expect to file the 2005 First Quarter Reports and
corresponding Canadian filings by the required deadlines in May
2005 in compliance with certain U.S. and Canadian securities
regulations and thus will each be filing with the United States
Securities and Exchange Commission a Form 12b-25 Notification of
Late Filing relating to the delay in filing their 2005 First
Quarter Reports.

The Company's expectation as to the timing of filing its and NNL's
financial statements is subject to change due to limitations
including previously announced material weaknesses in the
Company's internal control over financial reporting and the review
or audit of the Nortel financial statements by the Company's
external auditors.

                     EDC Support Facility

As previously announced, the current waiver from Export
Development Canada of certain defaults related to the delayed
filings and related breaches under the EDC performance-related
support facility will expire on April 30, 2005.  EDC will have the
right, on April 30, 2005 (absent a further waiver in relation to
the related and other technical breaches), to terminate the EDC
Support Facility, exercise certain rights against collateral or
require NNL to cash collateralize all existing support.  In
addition, EDC will also have this right after May 25, 2005 (absent
a further waiver) if the Company and NNL have not filed the 2005
First Quarter Reports by such date.  NNL intends to seek a new
waiver from EDC in connection with the delay in filing the 2005
First Quarter Reports, if necessary, and intends to seek a
permanent waiver in connection with the related and other
technical breaches.  There can be no assurance that NNL will
receive any new waivers or as to the terms of any such waivers.
For other information on the EDC Support Facility and related
breaches, see the Company's press release "Nortel Announces New
Waiver from Export Development Canada" dated March 15, 2005.

                       Debt Securities

As a result of the continued delay in filing the Company's and
NNL's 2004 Annual Reports, the Company and NNL are not currently,
and depending upon the actual filing date of the 2005 First
Quarter Reports, the Company and NNL may not (after May 25, 2005)
be, in compliance with their obligations to deliver their SEC
filings to the trustees under their public debt indentures.  While
a notice of default could have been given at any time after
March 30, 2004, by holders of at least 25 percent of the
outstanding principal amount of any relevant series of debt
securities, neither the Company nor NNL has received any such
notice as of April 13, 2005.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004 through March 30, 2005, with the exception of the
matters described above.

The Company's and NNL's next bi-weekly status update is expected
to be released during the week of April 25, 2005.

                      About the Company

Nortel Networks is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries. Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com/

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NORTEL NETWORKS: Look for 2004 Annual Reports by Month End
----------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited -- NNL, expects that
to file their audited financial statements for the year 2004, and
related Annual Reports on Form 10-K and corresponding Canadian
filings, by the end of April 2005.

The Company and NNL continue to devote significant resources to
the preparation of the 2004 financial statements and 2004 Annual
Reports, including the completion (for the first time) of the
requirements under Section 404 of the U.S. Sarbanes-Oxley Act of
2002.  As a result, the Company now expects that it and NNL will
file their unaudited financial statements for the first quarter of
2005, and related Quarterly Reports on Form 10-Q and corresponding
Canadian filings, by the end of May 2005.

The Company and NNL do not expect to file the 2005 First Quarter
Reports and corresponding Canadian filings by the required
deadlines in May 2005 in compliance with certain U.S. and Canadian
securities regulations and thus will each be filing with the
United States Securities and Exchange Commission a Form 12b-25
Notification of Late Filing relating to the delay in filing their
2005 First Quarter Reports.

The Company's expectation as to the timing of filing its and NNL's
financial statements is subject to change due to limitations
including previously announced material weaknesses in the
Company's internal control over financial reporting and the review
or audit of the Nortel financial statements by the Company's
external auditors.

                        EDC Support Facility

As previously announced, the current waiver from Export
Development Canada of certain defaults related to the delayed
filings and related breaches under the EDC performance-related
support facility will expire on April 30, 2005.  EDC will have the
right, on April 30, 2005, to terminate the EDC Support Facility,
exercise certain rights against collateral or require NNL to cash
collateralize all existing support.  In addition, EDC will also
have this right after May 25, 2005 if the Company and NNL have not
filed the 2005 First Quarter Reports by that date. NNL intends to
seek a new waiver from EDC in connection with the delay in filing
the 2005 First Quarter Reports, if necessary, and intends to seek
a permanent waiver in connection with the related and other
technical breaches.  There can be no assurance that NNL will
receive any new waivers or as to the terms of any such waivers.

                           Debt Securities

As a result of the continued delay in filing the Company's and
NNL's 2004 Annual Reports, the Company and NNL are not currently,
and depending upon the actual filing date of the 2005 First
Quarter Reports, the Company and NNL may not (after May 25, 2005)
be, in compliance with their obligations to deliver their SEC
filings to the trustees under their public debt indentures.  While
a notice of default could have been given at any time after March
30, 2004 by holders of at least 25 percent of the outstanding
principal amount of any relevant series of debt securities,
neither the Company nor NNL has received any notice as of April
13, 2005.

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information.  Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com/ For the latest Nortel
news, visit http://www.nortel.com/news

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NUMATICS INC.: S&P Withdraws Ratings At Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services announced that it withdrew its
'B-' corporate credit and 'CCC' subordinated debt ratings on
Numatics Inc. at the company's request.

Highland, Michigan-based Numatics is a manufacturer of four-way
pneumatic valves, actuators, and related products.


OFFICEMAX INC: Appoints Sam K. Duncan as President & CEO
--------------------------------------------------------
OfficeMax Incorporated (NYSE: OMX) reported that Sam K. Duncan
will assume the role of president and chief executive officer,
effective April 18, 2005.

Mr. Duncan, 53, served most recently as president and chief
executive officer of Shopko Stores, Inc., a general merchandise
retailer with more than 360 stores generating annual sales
exceeding $3 billion.  Prior to leading Shopko, from 2001 to 2002
he served as president of Fred Meyer, Inc., a division of The
Kroger Co., one of the nation's largest grocery retailers, with
fiscal 2004 sales of more than $56 billion.

Mr. Duncan joined Fred Meyer in 1992 as vice president, grocery
department and was named executive vice president of the food
division in 1997.  In 1998, he was named president of Ralph's
Supermarkets, which had been acquired by Fred Meyer.  Duncan began
his career in 1969 as a courtesy clerk at an Albertson's
supermarket in Southern California, and was promoted to positions
of increasing responsibility until being named director of
operations of Albertson's in 1992.

"Sam is a proven leader who has delivered strong operating
performance in changing business climates.  He is the ideal person
to lead our company as we fully integrate the two businesses
brought together with the 2003 acquisition of OfficeMax, Inc., and
work to realize the potential of this integrated business model,"
said George J. Harad, chief executive officer.  Mr. Harad, who had
been serving as the company's CEO on an interim basis, will return
to his former role as executive chairman of OfficeMax and is
expected to retire from the company and the board at the end of
June 2005.

"I am very excited to join the OfficeMax team and to lead the
company as we build on the solid foundation currently in place,"
said Duncan.  "As we move forward, we will focus on achieving
profitable sales and delivering value for our shareholders,
customers and employees."

OfficeMax is a leader in both business-to-business and retail
office products distribution.  The company provides office
supplies, and paper, print and document services, technology
products and solutions, and furniture to large, medium, and small
businesses and consumers.  OfficeMax customers are served by more
than 41,000 associates through direct sales, catalogs, the
Internet, and 935 superstores.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Standard & Poor's Ratings Services placed its ratings for
OfficeMax Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"This action reflects our concerns regarding the company's
softer-than-expected results for the fourth quarter and the
resignation of its CEO, Christopher C. Milliken," said Standard &
Poor's credit analyst Stella Kapur.  OfficeMax now needs to fill
three key senior management positions, including that of CEO, CFO,
and president of the retail business.

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service upgraded the senior implied rating of
OfficeMax Incorporated to Ba1, upgraded the rating on the 7%
senior notes due November 2013 to Baa2, and assigned a speculative
grade liquidity rating of SGL-2. The outlook is stable.  This
concludes the review for upgrade initiated on
July 14, 2004.

The ratings upgraded:

   -- Senior implied rating to Ba1 from Ba2;
   -- Senior unsecured $560 million bank facility to Ba1from Ba2;
   -- Senior notes due 2013 to Baa2 from Ba2;
   -- Adjustable Conversion-Rate Equity Units to Ba1 from Ba2;
   -- Issuer rating to Ba1 from Ba2;
   -- Senior unsecured shelf to (P) Ba1 from (P) Ba2, and
   -- Preferred shelf to (P) Ba3 from (P) B1.


PASADENA GATEWAY: U.S. Trustee Will Meet Creditors on May 12
------------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Pasadena Gateway Venture, Ltd.'s creditors at 10:00 a.m., on
May 12, 2005, at 515 Rusk Avenue, Suite 3401 in Houston, Texas.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  Marilee A. Madan, Esq., at Russell & Madan,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets from $10 million to $50 million and estimated debts from $1
million to $10 million.


PEGASUS SATELLITE: Judge Haines Confirms Amended Chapter 11 Plan
----------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates
stepped Judge Haines through the 13 statutory requirements under
Section 1129(a) of the Bankruptcy Code necessary to confirm their
First Amended Plan of Reorganization:

A. The Plan complies with all applicable provisions of the
    Bankruptcy Code as required by Section 1129(a)(1) of the
    Bankruptcy Code, including Sections 1122 and 1123.  The Plan
    provides for the separate classification of Claims and
    Interests into 18 Classes, based on differences in the legal
    nature and  priority of those Claims and Interests.
    Furthermore, each Class of Claims and Interests contains only
    Claims or Interests that are substantially similar to the
    other Claims or Equity Interests within the Class.

B. The Debtors have complied with Section 1129(a)(2) of the
    Bankruptcy Code.  Votes for acceptances and rejection or any
    other election on the Plan as provided for in the Ballots were
    solicited in good faith and complied with Sections 1125 and
    1126 of the Bankruptcy Code, Rules 3017 and 3018 of the
    Federal Rules of Bankruptcy Procedure and the Solicitation
    Procedures Order, the Disclosure Statement Order, the
    Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
    Rules, and all other applicable rules, laws and regulations.

C. The Plan complies with Section 1129(a)(3) of the Bankruptcy
    Code in that it was proposed by the Debtors in good faith and
    not by any means forbidden by law.  The Plan was proposed with
    the legitimate and honest purpose of maximizing the value of
    the Debtors' Estates by providing the means through which the
    Broadcast Assets may be sold and for liquidating the Debtors'
    remaining assets to maximize the value of the Debtors' Estates
    and making Distributions to Holders of Allowed Claims.

D. Any payment made or to be made by the Debtors for services or
    for costs and expenses in connection with their Chapter 11
    Cases or in connection with the Plan has been approved by, or
    is subject to the approval of, the Bankruptcy Court as
    reasonable, thereby satisfying Section 1129(a)(4) of the
    Bankruptcy Code.

E. Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the
    Debtors have disclosed the identity of the proposed directors
    and officers of the Reorganized Debtors and the Liquidating
    Trustee following confirmation of the Plan in an Amended Plan
    Supplement.  No insiders will be employed or retained by the
    Reorganized Debtors.  The appointment to those offices is
    consistent with the interests of the Debtors' creditors and
    Interest Holders and with public policy.

    A full-text copy of the Amended Plan Supplement is available
    for free at:

     http://www.pegasussatelliterestructuring.com/pdfs/1201-1220/1209_4%2012%2005.pdf

F. The Plan does not contain any rate changes subject to the
    jurisdiction of any governmental regulatory commission and
    will not require governmental regulatory approval.
    Accordingly, Section 1129(a)(6) of the Bankruptcy Code is not
    applicable in the Debtors' Chapter 11 Cases or with respect to
    the Plan.

G. The Plan satisfies the so-called "best interests of creditors
    test" set forth in Section 1129(a)(7) of the Bankruptcy Code.
    The liquidation analysis annexed to the Disclosure Statement
    and the other related evidence:

     a. is persuasive and credible as of the dates the evidence
        was prepared, presented or proffered;

     b. has not been controverted by other persuasive evidence or
        has not been challenged;

     c. is based on reasonable and sound assumptions; and

     d. establishes that each holder of an Impaired Claim or
        Interest either has accepted the Plan or will receive or
        retain under the Plan, on account of that Claim or
        Interest, property of a value, as of the Effective Date,
        that is not less than the amount that the Holder would
        receive or retain if the Debtors were liquidated under
        Chapter 7 of the Bankruptcy Code.

H. Pursuant to Section 1129(a)(8), each class of claims or
    interests either has accepted the Plan or is not impaired
    under the Plan.  On April 12, 2005, the Debtors filed certain
    technical modifications to the Plan to provide that Classes
    3B, 3C and 3D are not Impaired.  Thus, pursuant to the
    Plan, as modified, these Classes are not Impaired and are
    conclusively presumed to have accepted the Plan:

        Description of Class                         Designation
        --------------------                         -----------
        Secured Claims against PSC                    Class 1A
        Secured Claims against PMC                    Class 1B
        Secured Claims against PST Debtors            Class 1C
        Secured Claims against PBT Debtors            Class 1D
        Priority Non-Tax Claims against PSC           Class 2A
        Priority Non-Tax Claims against PMC           Class 2B
        Priority Non-Tax Claims against PST Debtors   Class 2C
        Priority Non-Tax Claims against PBT Debtors   Class 2D
        Unsecured Claims against PMC                  Class 3B
        Unsecured Claims against PST Debtors          Class 3C
        Unsecured Claims against PBT Debtors          Class 3D
        Common stock Interests in PMC                 Class 5B-2
        Common stock Interests in PST Debtors         Class 5C-2
        Common stock Interests in PBT Debtors         Class 5D-2

    Class 3A - Unsecured Claims against PSC, an Impaired Class,
    voted in favor of the Plan.

    These Classes will not receive any Distributions or retain any
    property under the Plan and are conclusively presumed to have
    rejected the Plan:

        Description of Class                         Designation
        --------------------                         -----------
        Subordinated Claims against PSC               Class 4A
        Old Preferred Stock Interests in PSC          Class 5A-1
        Old Common Stock Interests in PSC             Class 5A-2

I. The treatment of Administrative Claims, Fee Claims, Indenture
    Trustee Claims and Priority Tax Claims in the Plan satisfies
    the requirements of Section 1129(a)(9) of the Bankruptcy Code.

J. At least one Class of Claims is Impaired under the Plan and
    has accepted the Plan, determined without including any
    acceptance of the Plan by any insider, thus satisfying the
    requirements of Section 1129(a)(10) of the Bankruptcy Code.
    With the approval of certain Technical Modifications to
    provide that Classes 3B, 3C and 3D are not Impaired and with
    the granting of a Vote Modification Motion by certain
    noteholders, each Impaired Class, other than the Deemed
    Rejected Classes, has voted to accept the Plan.

K. The evidence proffered or adduced at the Confirmation Hearing,
    among other things:

    a. is persuasive and credible;

    b. has not been controverted by other persuasive evidence;

    c. establishes that the Plan is workable and has a reasonable
       likelihood of success; and

    d. establishes that Plan confirmation is not likely to be
       followed by the need for further financial reorganization
       or a liquidation of the Debtors that is not proposed in the
       Plan.

    Thus, the requirements of Section 1129(a)(11) of the
    Bankruptcy Code is satisfied.

L. The Plan provides for the payment of all fees payable under
    Section 1930(a)(6) of the Judiciary Code.  The Debtors and the
    Liquidating Trust have adequate means to pay all those fees.
    Accordingly, the Plan satisfies the requirements of Section
    1129(a)(12) of the Bankruptcy Code.

M. Section 1129(a)(13) of the Bankruptcy Code requires a plan to
    provide for retiree benefits at levels established pursuant to
    Section 1114 of the Bankruptcy Code.  The Debtors do not have
    any plans, funds, or programs providing or reimbursing retired
    employees and their spouses and dependents for medical,
    surgical, or hospital care benefits, or benefits in the event
    of sickness, accident, disability or death.  Accordingly, the
    requirements of Section 1129(a)(13) of the Bankruptcy Code are
    not relevant to the Debtors' Chapter 11 Cases.

                    Vote Modification Motion

As previously reported, the Ad Hoc Noteholders Committee objected
to the confirmation of the Plan.  The claims of the Ad Hoc
Noteholders Committee are classified as Class 3A under the Plan
and, according to the Disclosure Statement, are the only claims
that will not be paid in full.  Members of the Ad Hoc Noteholders
Committee and certain other creditors voted to reject the Plan.

The parties engaged in negotiations to resolve the dispute.  As a
result, the Debtors agree to make technical modifications to the
Plan and the Noteholders Committee sought the Court's permission
to modify the votes of eight creditors to reflect that they accept
the Plan:

    * Castlerigg Master Investments Ltd.,
    * Davidson Kempner International Limited,
    * Davidson Kempner Institutional Partners,
    * Davidson Kempner Partners,
    * Merced Partners,
    * MH Davidson & Co.,
    * Serena Limited, and
    * Tamarack International, Ltd.

At the Confirmation Hearing on April 14, 2005, the Court granted
the Vote Modification Motion.

                           *     *     *

Accordingly, on April 15, 2005, Judge Haines issued an order
confirming the Debtors' Plan.

To the extent that any Confirmation Objection have not been
withdrawn, waived, settled or resolved, the Court overrules those
objections with prejudice.

A full-text copy of the Confirmation Order and the Technical
Modifications to the Plan is available at no charge at:

    http://bankrupt.com/misc/Pegasus-confirmation_order.pdf

Ocean Ridge Capital Advisors, LLC, will serve as the Liquidating
Trustee as of the Effective Date.  The Liquidating Trustee will
serve as the agent of the Bankruptcy Court in making Distributions
from the Liquidating Trust and from the Reserves.  Judge Haines
authorizes and directs the Liquidating Trustee to make
Distributions from the Liquidating Trust and from the Reserves in
accordance with the provisions of the Plan and the Liquidating
Trust Agreement.  Alan Ginsberg will be the sole director of the
Liquidating Trust as of the Effective Date.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENN NATIONAL: Buying Site for Temporary Gaming Facility in Maine
-----------------------------------------------------------------
Penn National Gaming, Inc.'s (Nasdaq: PENN) subsidiary, Bangor
Historic Track, Inc., has agreed to acquire an off-track betting
facility in Bangor, Maine which Penn National intends to use,
pending regulatory approval, as a temporary gaming facility for
approximately 475 slot machines.  The timetable Penn National
envisioned for the permanent gaming facility at Bass Park has been
delayed due to the need for the recently enacted statute
protecting confidential information in the licensing process and
because of Penn National's cooperation with the city of Bangor in
continuing to explore additional available options for the
location of the permanent facility.

Commenting on the announcement, Peter M. Carlino, Chief Executive
Officer of Penn National Gaming stated, "We are delighted to reach
an agreement with the Miller family for the purchase of this site
and believe the commencement of operations, pending all necessary
licensing approvals, provides benefits to all involved parties.
In addition to generating revenues ahead of schedule, this project
will create new jobs and economic development in Bangor earlier
than anticipated while allowing us to begin to revitalize the
Maine harness racing industry."

Under the terms of the agreement, BHT will acquire Miller's Inc.,
an approximate 27,000 square foot facility situated on 2.5 acres,
which includes 250 parking spaces, from the Miller Family Limited
Partnership and John Miller for $3.8 million.  The transaction,
expected to close in the summer of 2005, is subject to customary
closing conditions and regulatory approvals including the Maine
Harness Racing Commission and the Maine Gaming Control Board.

                   About Penn National Gaming

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates eleven facilities in nine jurisdictions
including West Virginia, Illinois, Louisiana, Mississippi,
Pennsylvania, New Jersey, Colorado, Maine and Ontario.  In
aggregate, Penn National's facilities feature over 13,000 slot
machines, 260 table games, 1,286 hotel rooms and 417,000 square
feet of gaming floor space.

The company is currently in the process of completing the
disposition of the Shreveport, Louisiana Hollywood Casino.  In
November 2004, Penn National Gaming agreed to acquire all of the
outstanding shares of Argosy Gaming Company, which it expects to
complete in the second half of 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.  The
confirmation completes the review process that was initiated on
Nov. 4, 2004 following the announcement that Penn National and
Argosy Gaming Company (Argosy; Ba2/under review for possible
downgrade) entered into a definitive merger agreement under which
Penn National will acquire all of Argosy's outstanding shares for
$47.00 per share.  The transaction is valued at approximately
$2.2 billion.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PINNACLE ENTERTAINMENT: Moody's Revises Rating Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service revised Pinnacle Entertainment, Inc.'s
ratings outlook to positive from stable and confirmed the
company's existing B2 senior implied rating, B3 long-term issuer
rating, B1 senior secured bank loan ratings, and Caa1 senior
subordinated debt ratings.

The positive ratings outlook reflects the expectation that
Pinnacle's $365 million Lake Charles development project will open
in May 2005 as currently planned and has a positive impact on the
company's overall financial profile.  To the extent the Lake
Charles casino successfully ramps up over the near-term and the
company's overall operating results continue to improve, ratings
could be raised.

The positive ratings outlook also takes into account operating
improvements that have taken place, particularly with respect to
Belterra, as well as the company's good liquidity profile.  At
Dec. 31, 2004, Pinnacle had about $280 million of balance sheet
cash and access to an un-drawn $125 million revolver and a $130
million delayed draw term loan.  Additionally, there are no near-
term debt maturities until the revolving portion of the bank loan
expires in 2008.

The confirmation considers that a slower than expected ramp-up in
Lake Charles will not necessarily result in a ratings downgrade.
A significant amount of downside protection is afforded by
Pinnacle's regional market focus, good liquidity position, and
improved overall operating results.  Slower than expected ramp-up,
however, could delay any ratings improvement.  Although Pinnacle's
Lake Charles development, given its new and superior product, is
expected to take market share away from existing casinos as well
as expand the Lake Charles market overall; concern remains that
the Lake Charles market may not have the depth and/or growth
prospects to support this new casino at a level that meets the
company's return objectives.  For calendar year 2004, the Lake
Charles market, in terms of reported gaming revenues, only grew
3.2%.  For the month of January 2005, the market only grew 1.2%
from the comparable prior year period, and February 2005
experienced a 1% decline.

Pinnacle's B2 senior implied rating continues to reflect the risks
associated with its high leverage and significant planned
development activity through fiscal 2007. Pinnacle was selected to
develop two casinos in the St. Louis, Mo. area - a $208 million
casino/hotel in downtown St. Louis and a $300 million casino in
St. Louis County.  The county project is tentatively scheduled to
open in late 2006/early 2007.  The city project is tentatively
scheduled to open in early 2008.  Both projects are subject to
Missouri Gaming Commission approval.  Although the company has the
liquidity to fund a portion of these St. Louis projects, it will
likely require additional external funding.  The ratings also
acknowledge that longer-term, negative legislative or tax
initiatives in Louisiana and/or any legalization of expanded
gaming in Texas could pose threats to Pinnacle's Louisiana-based
casinos, which currently account for about 45% of the company's
total property-level EBITDA.  This concentration is expected to
increase substantially once the Lake Charles casino begins
operating.

The one-notch rating differential between the company's B1 senior
secured bank loan rating and the B2 senior implied rating reflects
the superior recovery profile of the credit facility relative to
other debt obligations in Pinnacle's capital structure.  Moody's
decision to assign a higher rating to the senior secured credit
facilities was based on an analysis of distressed asset and
enterprise values and the determination that senior secured
lenders would be adequately protected under distressed
circumstances.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
(NYSE: PNK) owns and operates casinos in Nevada, Mississippi,
Louisiana, Indiana and Argentina, and receives lease income from
two card club casinos in California.  The company is also building
a casino resort in Lake Charles, Louisiana, and has been selected
for two casino projects in Missouri, pending regulatory approval.
Net revenue for the fiscal year ended Dec. 31, 2004 was about
$554 million.


PLASTECH ENGINEERED: Poor Performance Prompts S&P to Cut Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dearborn, Michigan-based Plastech Engineered Products
Inc. to 'B+' from 'BB-' because of the company's weak operating
results relative to expectations, high debt leverage, and
constrained liquidity.  These factors result, in part, from
deteriorated automotive industry fundamentals in the past year.
At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they had been placed on Feb. 15, 2005, with
negative implications.

"We expect that Plastech's balance sheet will remain highly
leveraged and credit protection measures will remain weak through
2005, given reduced prospects for cash flow generation," said
Standard & Poor's credit analyst Nancy Messer.  "The ratings could
be lowered if market conditions worsen, the company's liquidity
position deteriorates, or if the company is unable to negotiate
satisfactory amendments to its senior credit facilities."

Plastech, a privately held major producer of plastic interior and
exterior trim components for the automotive industry had total
balance sheet debt of $504 million at Dec. 31, 2004.  The outlook
is negative.

Plastech's near-term liquidity position depends on the company's
ability to receive amendments from its lenders to permanently
relax intermediate-term covenants under the company's senior
secured credit agreements.

Plastech's exposure to the Detroit-based three original equipment
manufacturers (OEM) and sport vehicle platforms represent both
near-term and long-term risks.  Plastech's revenue base could
erode over time unless new business is won from alternative
sources, if these two declining trends, for Detroit-based OEM
products and sport vehicles, continue.


PNC MORTGAGE: Fitch Holds Junk Ratings on Two Class D-B-5 Debts
---------------------------------------------------------------
Fitch Ratings has taken rating actions on PNC Mortgage Securities
Corp issues:

   Series 1998-12 Group 1

      -- Classes IA, IP, IX, R affirmed at 'AAA';
      -- Class I-B-1 affirmed at 'AAA';
      -- Class I-B-2 affirmed at 'AAA';
      -- Class I-B-3 affirmed at 'AAA';
      -- Class I-B-4 upgraded to 'AA+' from 'AA';
      -- Class I-B-5 upgraded to 'A+' from 'BBB+'.

   Series 1998-12 Group 2, 3, & 4

      -- Classes II-A, III-A, IV-A, P, X affirmed at 'AAA';
      -- Class C-B-1 affirmed at 'AAA';
      -- Class C-B-2 affirmed at 'AAA';
      -- Class C-B-3 upgraded to 'AA-' from 'A-';
      -- Class C-B-4 affirmed at 'BB';
      -- Class C-B-5 affirmed at 'B'.

   Series 1999-3 Group 1

      -- Classes IA, IIIA, X, P, affirmed at 'AAA';
      -- Class C-B-1 affirmed at 'AAA';
      -- Class C-B-2 affirmed at 'AAA';
      -- Class C-B-3 affirmed at 'AAA';
      -- Class C-B-4 upgraded to 'AA+' from 'AA';
      -- Class C-B-5 upgraded to 'A' from 'BBB'.

   Series 1999-3 Group 2

      -- Classes IIA, IVA, AP, X, R affirmed at 'AAA';
      -- Class D-B-1 affirmed at 'AAA';
      -- Class D-B-2 affirmed at 'AAA';
      -- Class D-B-3 upgraded to 'AA' from 'A+';
      -- Class D-B-4 affirmed at 'BB';
      -- Class D-B-5 remains at 'C'.

   Series 1999-4 Group 1

      -- Classes IA, IVA, X, R affirmed at 'AAA';
      -- Class C-B-1 affirmed at 'AAA';
      -- Class C-B-2 affirmed at 'AAA';
      -- Class C-B-3 affirmed at 'AAA';
      -- Class C-B-4 upgraded to 'AA+' from 'AA';
      -- Class C-B-5 upgraded to 'A' from 'BBB'.

   Series 1999-4 Group 2

      -- Classes IIA, IIIA, P, X affirmed at 'AAA';
      -- Class D-B-1 affirmed at 'AAA';
      -- Class D-B-2 affirmed at 'AAA';
      -- Class D-B-3 upgraded to 'AA+' from 'AA';
      -- Class D-B-4 affirmed at 'BB';
      -- Class D-B-5 remains at 'CC'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$190 million of certificates.  The upgrades reflect an increase in
credit enhancement relative to future loss expectations and affect
approximately $21 million of certificates.

The current enhancement -- CE -- levels for series 1998-12 group 1
class I-B-4 and I-B-5 have increased by more than 18 times
original enhancement levels at closing date, Dec. 2, 1998.  Class
I-B-4 currently benefits from 9.50% subordination (originally
0.50%), and class I-B-5 benefits from 5.69% subordination
(originally 0.30%).  There is currently 4% of the original
collateral remaining in the pool.

The CE level for series 1998-12 group 2, 3, & 4, class C-B-3 has
increased by more than 7x original enhancement levels at closing
date, Dec. 2, 1998.  Class C-B-3 currently benefits from 10.16%
subordination (originally 1.35%).  There is currently 6% of the
original collateral remaining in the pool.

The CE levels for series 1999-3 group 1 classes C-B-4 and C-B-5
have increased by more than 14x original enhancement levels at
closing date, March 29, 1999.  Class C-B-4 currently benefits from
8.48% subordination (originally 0.50%); class C-B-5 benefits from
3.50% subordination (originally 0.25%).  There is currently 4% of
the original collateral remaining in the pool.

The CE level for series 1999-3 group 2 class D-B-3 has increased
by more than 6x original enhancement levels at closing date, March
29, 1999.  Class D-B-3 currently benefits from 12.06%
subordination (originally 1.75%).  There is currently 8% of the
original collateral remaining in the pool.

The CE levels for series 1999-4 group 1 class C-B-4 and C-B-5 have
increased by more than 19x original enhancement level at closing
date, April 29, 1999.  Class C-B-4 currently benefits from 9.71%
subordination (originally 0.50%); class C-B-5 currently benefits
from 4.83% subordination (originally 0.25%) There is currently 4%
of the original collateral remaining in the pool.

The CE level for series 1999-4 group 2 class D-B-3 has increased
by more than 7x original enhancement levels at closing date April
29, 1999.  Class D-B-3 currently benefits from 15.59%
subordination (originally 2.3%), and class D-B-3 benefits from
13.07% subordination (originally 1.80%).  There is currently 9% of
the original collateral remaining in the pool.

The mortgage pool consists of prime quality, traditional, and
hybrid fixed-rate mortgage loans, and balloons secured by
residential properties which have original terms to maturity of 15
or 30 years.

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


REDDY ICE: Noteholders Agree to Amend 8-7/8% Senior Indenture
-------------------------------------------------------------
Reddy Ice Group, Inc., received the requisite consents from
registered holders of the outstanding 8-7/8% senior subordinated
notes due 2011 to amend the indenture governing the Notes.

Reddy Ice also determined the price for its tender offer and
consent solicitation for the Notes and that it will also pay the
consent payment to all holders of the Notes who validly tender
their Notes prior to 5:00 p.m., New York City time, on April 28,
2005, which is the currently scheduled Expiration Date.

As of 5:00 p.m., New York City time, on April 12, 2005, tenders
and consents had been received with respect to approximately 89.1%
of the outstanding principal amount of the Notes.  The consent
condition has been satisfied with respect to the Notes.  The
Consent Date was 5:00 p.m., New York City time, on April 12, 2005,
and any Notes that have been tendered prior to, or that are
tendered after, the Consent Date may not be withdrawn and the
related consents may not be revoked.

Reddy Ice, Reddy Ice Holdings, Inc., the parent of Reddy Ice, and
U.S. Bank National Association, the trustee under the Indenture,
plan to execute a supplemental indenture to the Indenture in order
to effect the proposed amendments to the Notes and the Indenture,
as provided in Reddy Ice's Offer to Purchase and Consent
Solicitation Statement, dated March 22, 2005, as amended by the
Supplement and Amendment to the Offer to Purchase and Consent
Solicitation Statement, dated April 5, 2005.  However, the
amendments will not become operative with respect to the Notes
until Reddy Ice purchases validly tendered Notes pursuant to the
Offer to Purchase.

Reddy Ice also announced that the Total Consideration for each
$1,000 principal amount of Notes validly tendered and not validly
withdrawn prior to the Expiration Date, assuming a Payment Date of
April 29, 2005, is $1,121.27.  Of this Total Consideration, $20
per $1,000 principal amount of Notes represents a consent payment.
All holders who validly tender their notes pursuant to the Offer
to Purchase and prior to 5:00 p.m., New York City time, on the
Expiration Date will receive the Total Consideration, including
the consent payment.  In addition, each such holder of Notes will
be paid accrued and unpaid interest from the last interest payment
date up to, but not including, the Payment Date.  Reddy Ice
expects that payment for the Notes, including Notes tendered on or
prior to the Consent Date, will be made promptly after the
Expiration Date.

The Notes are being tendered pursuant to the Offer to Purchase,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture.  The tender
offer and consent solicitation are subject to the satisfaction of
certain additional conditions, including Reddy Ice having
available funds sufficient to pay the aggregate Total
Consideration from the anticipated proceeds of a new senior credit
facility and from an offering of equity by Reddy Ice Holdings,
Inc. in connection with the initial public offering of its common
stock.  In the event that the tender offer and consent
solicitation are withdrawn or otherwise not completed, the Total
Consideration, including the consent payment, will not be paid or
become payable to holders of the Notes who have tendered their
Notes and delivered consents.

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse First Boston LLC, Liability
Management Group, at (800) 820-1653 (US toll-free) and (212) 538-
0652 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
the Information Agent for the tender offer and consent
solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free)
and (212) 754-8000 (collect).

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States.  Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                          *     *     *

Reddy Ice Group's 8-7/8% senior subordinated notes due Aug. 11,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


RIGGS NATIONAL: Moody's Reviews Low-B Ratings & May Upgrade
-----------------------------------------------------------
Moody's Investors Service changed the direction of it review on
the ratings of Riggs National Corporation (subordinated at B2) and
its lead bank subsidiary, Riggs Bank N.A. (deposits at Ba1) to
'review for upgrade' from 'review, direction uncertain'.

Moody's said the change reflected the increased likelihood that
The PNC Financial Services Group, Inc. will acquire Riggs National
Corporation in accordance with the amended July 2004 agreement.
PNC and Riggs had announced on February 10, 2005 their agreement
to amend and restate the terms and conditions of their July, 2004
agreement, subject to legal, regulatory and shareholder approvals.
The acquisition transaction is expected to close no later than May
31, 2005.  Under the revised agreement Riggs National Corporation
will be merged into The PNC Financial Services Group, Inc., while
PNC Bank N.A. would acquire the assets of Riggs Bank N.A.  This
change in structure is to mitigate the potential business impact
of Riggs Bank's plea agreement with the Department of Justice.

Moody's believes that despite Riggs continuing to be the subject
of lawsuits and on-going investigations by US and foreign
governmental agencies and authorities, the likelihood of the
revised acquisition agreement unraveling has diminished.  In
addition to the January, 2005 plea agreement with US Department of
Justice, proceedings against Riggs in the Spanish courts were
dismissed after a settlement agreement was reached.  Moody's
continues to believe that should the transaction not close as
expected, Riggs will very likely suffer further deterioration in
its franchise value, which in turn would create negative pressure
on the ratings.

Moody's observed that Riggs' asset quality remains strong, its
liquidity profile is sound and its capital adequacy remains
healthy despite the impact of the legal and compliance expenses,
fines and litigation reserves that have weighed on its
profitability.

Riggs National Corporation is a bank holding company headquartered
in Washington, D.C., with assets of $6.0 billion as of December
2004.


SALOMON HOME: S&P Hacks Rating on Class MF-3 Certificates to D
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class M-1
from Salomon Home Equity Loan Trust's series 2002-WMC1.
Concurrently, the ratings on classes MF-2 and MF-3 of series 2001-
1 are lowered.  The ratings on 19 classes from four series are
affirmed.

The rating on class M-1 from series 2002-WMC1 is raised to 'AAA'
from 'AA' due to the shifting interest structure of the
transaction and the sequential payment of the certificates. As a
result of these factors, the actual and projected credit support
percentages to the M-1 class have grown to more than 2x the 'AAA'
credit support percentage.  The transaction has paid down to
approximately 15.50% of the original principal balance, with total
delinquencies and cumulative realized losses of approximately
39.83% and 2.11%, respectively.  Furthermore, the senior
certificates have paid in full and the M-1 class has paid down to
approximately 66.50% of its original principal balance.

The rating on class MF-3 from series 2001-1 is lowered to 'D' from
'BBB' due to the complete erosion of the overcollateralization of
the transaction and the subsequent principal write-down to the
class' principal balance.  The rating on class MF-2 is lowered to
'BBB' from 'A' to reflect the credit support available to the
class and the potential for further deterioration of that credit
support, as monthly net losses continue to exceed monthly excess
interest cash flow.

The performance of this transaction will be monitored closely,
with the ratings adjusted to reflect such performance.  This
transaction has paid down to approximately 21.63% of its original
principal balance, with total delinquencies and cumulative
realized losses of approximately 21.47% and 4.69%, respectively.

The affirmed ratings reflect adequate actual and projected credit
support percentages to support the ratings.

Credit support is provided by subordination,
overcollateralization, and excess interest cash flow.  The
collateral consists of 30-year, fixed- or adjustable-rate subprime
mortgage loans secured by first liens on residential properties.

                            Rating Raised
                   Salomon Home Equity Loan Trust

                                          Rating
                                          ------
                Series      Class     To      From
                ------      -----     --      ----
                2002-WMC1   M-1       AAA     AA

                            Ratings Lowered
                   Salomon Home Equity Loan Trust

                                          Rating
                                          ------
                 Series      Class     To      From
                 ------      -----     --      ----
                 2001-1      MF-2      BBB     A
                 2001-1      MF-3      D       BBB

                          Ratings Affirmed
                   Salomon Home Equity Loan Trust

                 Series      Class             Rating
                 2001-1      AF-3, AV-1        AAA
                 2001-1      MF-1, MV-1        AA
                 2001-1      MV-2              A
                 2001-1      MV-3              A-
                 2001-1      MV-4              BBB
                 2002-CIT1   A                 AAA
                 2002-CIT1   M-1               AA
                 2002-CIT1   M-2               A
                 2002-CIT1   M-3               A-
                 2002-CIT1   M-4               BBB
                 2002-CIT1   M-5               BBB-
                 2002-WMC1   M-2               A
                 2002-WMC1   M-3               BBB+
                 2002-WMC1   M-4               BBB
                 2002-WMC2   A-1, M-1          AAA
                 2002-WMC2   M-2               AA+
                 2002-WMC2   M-3               A
                 2002-WMC2   M-4               A-
                 2002-WMC2   M-5               BBB+


SAMSONITE CORP: Earns $6.9 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported
financial results for the fourth quarter and fiscal year ended
January 31, 2005.

Revenues and operating income for the fourth quarter were
$243.5 million and $22.6 million, respectively, compared to
revenues of $215.3 million and operating income of $23.7 million
in the prior year quarter.  Fiscal 2005 fourth quarter operating
income includes a charge of $2.8 million related to a
restructuring plan to streamline certain operating overhead
functions in Canada and the United States and to recognize
impairment of certain apparel trademark intangible assets.  Income
to common stockholders was $3.3 million or $0.01 per weighted
average share outstanding for the fourth quarter compared to
$4.0 million or $0.02 per weighted average share outstanding in
the prior year quarter.  For the three months ended Jan. 31, 2005,
the Company reported a $6.9 million net income, compared to a $7.2
million net income for the same period last year.

Revenues and operating income for the fiscal year ended Jan. 31,
2005 were $902.9 million and $65.0 million, respectively, which
compares to $776.5 million and $69.7 million in the prior year.
Operating income for the current fiscal year includes charges
totaling $10.6 million for restructuring provisions and expenses
and asset impairment charges related to the elimination of
production operations in Spain and Mexico, the restructuring plan
to streamline certain operating overhead functions in Canada and
the United States, the impairment of certain apparel trademark
intangible assets, and executive severance.  Operating income for
the prior fiscal year includes charges totaling $5.7 million for
restructuring provisions and asset impairments related to the
closure of the Company's Nogales, Mexico manufacturing facility
and the impairment of certain apparel trademark intangible assets.
In addition, operating income includes a charge of $4.0 million
for stock compensation expense related to options granted to
executive officers which was not incurred in the prior year. Loss
to common stockholders for the fiscal year was $22.7 million or
$0.10 per share, compared to $27.5 million or $0.22 per share in
the prior fiscal year.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization and minority interest, adjusted for
items which management believes should be excluded to reflect
recurring operations, including stock compensation expense and
executive severance, asset impairment charges, restructuring
charges and expenses and to include realized currency hedge gains
and losses) was $31.3 million for the fourth quarter which
compares with $34.1 million for the same period in the prior year.
Adjusted EBITDA for the year ended January 31, 2005 was
$100.7 million compared to $93.1 million in the prior year.  Cash
provided by operating activities (as reflected in the Company's
consolidated statements of cash flows) for the fourth quarter was
$26.9 million, which compares to $21.8 million for the same period
in the prior year.  Cash provided by operating activities for the
year ended January 31, 2005 was $34.7 million compared to $28.0
million in the prior year.  A reconciliation of Adjusted EBITDA to
cash provided by operating activities is included in the tables
appearing at the end of this press release. Neither EBITDA nor
Adjusted EBITDA is an accounting term used in generally accepted
accounting principles.

Chief Executive Officer, Marcello Bottoli, stated: "With the
economic recovery in the first half of the year, increased
marketing and advertising expenditures in the latter half, and the
effects of the stronger euro, the Company's sales growth
approximated 16% for the year.  Expanded product diversity and
increased market penetration drove sales growth in our non-
luggage product categories, with casual and outdoor bag sales
increasing 28%, and business case and computer bag sales
increasing 17%.  Fueled by new product introductions and marketing
and advertising expenditures, sales of traditional luggage
products also grew at 14%.  Sales in each of our three major
geographic regions grew at double-digit rates with Europe
increasing 17.6%, the Americas at 12.8% and Asia at 33.6%. In
addition, in January we completed negotiations and signed
definitive agreements to commence our direct market entry into
Japan by consummating a joint venture agreement with a local
partner.  We should begin to see the benefits of Japan's sales in
our operations in the latter half of fiscal 2006.

"We continue to improve our cost structure by pursuing lower cost
methods to produce and engineer our products and by streamlining
operating functions to reduce expenses.  Our gross profit margin
improved 100 basis points over the prior year to 46.1% and
Adjusted EBITDA increased $7.6 million to $100.7 million, despite
increasing our investment in marketing and advertising expenses by
$14.9 million or 35%.  We plan to increase investment in our
brands by adding additional marketing and advertising expenditures
to our operating budgets and by increasing expenditures in the
product research and development area."

Richard Wiley, Chief Financial Officer, commented: "During fiscal
2005 and the fourth quarter we continued to realize the benefits
of our efforts to improve operating cash flows, income statement
performance and balance sheet efficiency.  Our programs to improve
the Company's working capital efficiency coupled with our improved
operating performance are the drivers to the improvement in the
Company's cash flow and liquidity and to the repayment of debt.
During the fourth quarter our debt, net of cash, declined $18.8
million to $298.0 million."

                        About the Company

Samsonite Corporation is one of the world's largest manufacturers
and distributors of luggage and markets luggage, casual bags,
business cases and travel-related products under brands such as
SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R),
LACOSTE(R) and SAMSONITE(R) black label.

                          *     *     *

Samsonite Corp.'s 8-78% senior subordinated notes due June 1,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


SHAW COMMS: Earns $32.1 Million of Net Income in Second Quarter
---------------------------------------------------------------
Shaw Communications Inc. (TSX:SJR.NV.B) (NYSE:SJR) reported net
income of $32.1 million for the quarter ended February 28, 2005,
compared to net income of $17.2 million for the comparable period
in 2004.  Net income for the first six months of the year was
$50.9 million, up from $37.2 million last year.

Total service revenue of $549.9 million and $1.1 billion for the
three and six-month periods, respectively, both improved by 7%
over the same periods last year.  Consolidated service operating
income before amortization of $244.3 million and $478.3 million
improved by 9.0% and 6.5%, respectively.  Funds flow from
operations increased to $185.9 million and $366.7 million for the
quarter and year-to-date compared to $163.1 million and
$329.2 million in the same periods last year.

Jim Shaw, Chief Executive Officer of Shaw, remarked: "We are
pleased with the direction of the results.  We have improved
service revenue, service operating income before amortization and
earnings for the first half of this year over last year.  On a
consecutive basis, we have increased quarterly service operating
income before amortization by $10.3 million or 4% compared to the
first quarter.  In addition, we reported solid growth of digital
and Internet customers and with these increases, approximately 45%
of Shaw's customers now subscribe to bundled services compared to
41% last year."

Digital and Internet subscribers grew approximately 3% during the
quarter with increases of 15,517 and 32,539, respectively.  Basic
cable subscribers decreased marginally by 1,707 or 0.1% during the
quarter.  DTH customers increased 4,815.

On a consolidated basis, the Company achieved positive free cash
flow1 of $79.4 million in the second quarter, bringing the year-
to-date amount to $106.3 million.  This compares to $83.2 million
and $149.1 million in the same periods last year.  The decrease on
a year-to-date basis is primarily due to higher capital
expenditures in cable associated with investments to support
customer growth and the rollout of Digital Phone.

"We are on track towards achieving our free cash flow objectives
of $270 - $285 million for the year.  A substantial portion of the
upfront fixed capital investments for Digital Phone and the launch
of Anik F2 have been made, and this contributed to the growth in
free cash flow from $26.9 million last quarter to $79.4 million
this quarter," said Jim Shaw.

Cable service revenue was up 7.6% for the quarter to $397.6
million (2004 - $369.6 million) and 6.9% for the first half of the
year to $783.6 million (2004 - $732.8 million).  This growth
resulted from rate increases, higher customer levels and the
impact of the Monarch cable systems acquisition which took place
in the third quarter of fiscal 2004.  Service operating income
before amortization increased 1.8% to $199.3 million (2004 -
$195.7 million) for the quarter and 1.1% to $393.0 million (2004 -
$388.5 million) for the six months.

The Satellite division's service revenue increased by 5.8% to
$152.3 million and by 7.2% to $303.4 million for the three and six
months, respectively, due to rate increases, change in mix of
promotional activities and customer growth in DTH.  Satellite
service operating income before amortization increased by 29.1% to
$45.0 million and 27.3% to $85.4 million.  The improvement was
largely due to the growth in DTH revenue and reduced costs.

Jim Shaw commented, "Both divisions reported solid revenue growth
compared to last year and on a consecutive basis improved
quarterly service operating income before amortization by
approximately $5 million each, representing consecutive growth of
3% in cable and 11% in satellite.  As expected, the strategic
upfront investment in enhanced customer care, development of Shaw
Digital Phone and additional value-added services to support
future customer growth has exerted pressure on the cable
division's margins.  We believe it is prudent to invest now in
these new and enhanced product offerings, in customer support
initiatives such as 24/7/365 service, and in bundling promotions.
These will be important differentiators with customers in the
competitive triple-play market."

Mr. Shaw added, "Digital Phone is being well received by our
customers and we are pleased with the performance to-date.  We
will begin to publish subscriber figures when we have a full
quarter of Digital Phone activity to report on."

During the quarter, Shaw repurchased 219,200 of its Class B Non-
Voting Shares for cancellation pursuant to the normal course
issuer bid for $4.6 million bringing the year-to-date total to
$24.0 million.  On February 1, 2005 Shaw redeemed its outstanding
Series A US$142.5 million 8.45% Canadian Originated Preferred
Securities.

Mr. Shaw commented, "The outlook for the second half of the year
remains positive.  We have made significant upfront investments in
our people and infrastructure to continue forward with the launch
of Digital Phone in more of Shaw's service territories.  We have
achieved consecutive quarterly growth in service revenue, service
operating income before amortization and free cash flow.  In
addition, on a year-to-date basis, we have increased our customer
base across all product areas."

"We believe that the Company is in a strong position to sustain
positive free cash flow momentum.  After many years of
reinvestment in the business, we also feel that a focus on
returning cash to shareholders is appropriate given our current
prospects, cash generation potential, leverage and value of our
stock.  Accordingly, Shaw's board today approved a 40% increase to
our dividend, from a $0.28 annual equivalent rate to a $0.40
annual equivalent rate on Class B shares payable monthly in the
fourth quarter of this fiscal year.  In addition, we plan to focus
on repurchasing shares over the next 12 month period in order to
take advantage of the current value of our stock relative to the
strong prospects for future value growth.  Following this period,
it is our intention currently to resume using a substantial
portion of our free cash flow to reduce debt."

                        About the Company

Shaw Communications Inc. is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet, Digital Phone and satellite direct-to-home
services to approximately 3.0 million customers.  Shaw is traded
on the Toronto and New York stock exchanges and is a member of the
S&P/TSX 60 index (Symbol: TSX - SJR.NV.B, NYSE - SJR).

                        *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Calgary, Alberta-based Shaw Communications Inc.,
Western Canada's largest cable operator.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings, and its 'B+'
preferred stock rating.

"The revised outlook reflects expectations for continued
improvement in Shaw's financial risk profile.  Shaw has reduced
debt by almost C$600 million in the past two years, and has
demonstrated modest EBITDA growth," said Standard & Poor's credit
analyst Joe Morin.  The company's operating performance should
continue to show modest improvements for the foreseeable future,
which will support further debt reduction from free operating cash
flow.


SHAW COMMUNICATIONS: Increases Quarterly Dividend Rate by 40%
-------------------------------------------------------------
Shaw Communications Inc.'s (TSX:SJR.NV.B) (NYSE:SJR) Board of
Directors has increased the quarterly dividend rate on Shaw's
Class A Participating Shares and Class B Non-Voting Participating
Shares by $0.03 per share.  The quarterly dividend rate will be
$0.09875 per Class A Participating Share and $0.10 per Class B
Non-Voting Participating Share, payable in monthly installments
commencing June 30, 2005.

This represents an increase of over 40% compared to the previous
quarterly rate.

Based upon this increase in the quarterly dividend rate, Shaw
declared monthly dividends of $0.0329166667 per Class A
Participating Share and $0.0333333333 per Class B Non-Voting
Participating Share, payable on each of June 30, 2005, July 29,
2005 and August 31, 2005 to all holders of record at the close of
business June 15, 2005, July 15, 2005 and August 15, 2005,
respectively.

Shaw Communications Inc. is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet, Digital Phone and satellite direct-to-home
services to approximately 3.0 million customers. Shaw is traded on
the Toronto and New York stock exchanges and is a member of the
S&P/TSX 60 index (Symbol: TSX - SJR.NV.B, NYSE - SJR).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 7, 2005,
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Calgary, Alberta-based Shaw Communications Inc.,
Western Canada's largest cable operator.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings, and its 'B+'
preferred stock rating.  S&P says the outlook is positive.


SHAW GROUP: Raising $250.6 Million to Retire 10-3/4% Senior Notes
-----------------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) reported that the offering price
for the public offering of 12,850,000 shares of its common stock
has been set at $19.50 per share, or $250.6 million aggregate
price to the public.  An additional 1,927,500 shares may be sold
if the underwriters exercise their over-allotment option in full
within the next thirty days.  The Company intends to use the net
proceeds of the offering, together with available cash and working
capital borrowings, if necessary, to fund a tender offer, which
Shaw commenced on April 5, 2005, for its outstanding
10-3/4% Senior Notes due 2010.  The transaction is scheduled to
close today, April 18, 2005.

Credit Suisse First Boston, UBS Investment Bank and Merrill Lynch
& Co. served as joint book-running managers for the offering.  A
prospectus supplement relating to the offering may be obtained
from the offices of:

            Credit Suisse First Boston
            11 Madison Avenue
            New York, NY 10010

            UBS Investment Bank
            Prospectus Department
            299 Park Avenue
            New York, NY 10171

                  -- and --

            Merrill Lynch & Co.
            Prospectus Department
            Four World Financial Center
            New York, NY 10080

The common stock will be sold pursuant to the Company's universal
shelf registration statement.

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a global
provider of technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation,
and facilities management services for government and private
sector clients in the power, process, environmental,
infrastructure and emergency response markets.  A Fortune 500
Company, The Shaw Group is headquartered in Baton Rouge,
Louisiana, and employs approximately 18,000 people at its offices
and operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region.

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service has placed the long-term ratings of The
Shaw Group Inc. on review for possible upgrade following the
company's announcement that it intends to utilize the proceeds
from an approximately $270 million secondary equity offering to
tender for all outstanding 10.75% senior unsecured notes due 2010,
effectively retiring virtually all long-term debt.

Ratings placed on review include:

   * Ba3 -- senior implied
   * Ba3 -- 10.75% senior unsecured notes due 2010
   * B1 -- senior unsecured issuer rating

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured ratings on The Shaw Group Inc. on
CreditWatch with positive implications.  At the same time, we also
placed our 'B+' senior unsecured and 'B' preliminary subordinated
shelf ratings on CreditWatch with positive implications.


SHOPKO STORES: Moody's Reviews Low-B Debt Ratings & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Shopko Stores, Inc. on review for possible downgrade following the
company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only
$30 million of the purchase price to be funded by equity.  The
company has received a commitment from Bank of America to provide
$700 million in real estate financing and additional commitments
from Bank of America and Back Bay Capital Funding LLC to provide
$415 million in senior debt financing.

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of Shopko post
acquisition as well as the company's business strategy going
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.

Shopko Stores, Inc., headquartered in Green Bay, Wisconsin,
operates general merchandise retail stores under the Shopko and
Pamida banners.

As of January 29, 2005 it operated 140 Shopko stores in 15
Midwest, Pacific Northwest and Western Mountain states and 220
Pamida stores in 16 Midwest, North Central and Rocky Mountain
states.

Total revenues for the fiscal year ended January 29, 2005 were
approximately $3.2 billion.


SINCLAIR BROADCAST: S&P Rates Proposed $555M Credit Facility BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Sinclair Television Group Inc.'s proposed $555 million secured
credit facilities.  A recovery rating of '1' was also assigned,
indicating a high expectation of a full (100%) recovery of
principal in the event of a payment default.  Borrowings are being
used to refinance the company's credit facility.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating on parent company Sinclair Broadcast Group
Inc.  The outlook is negative.  Hunt Valley, Maryland-based
Sinclair had total debt outstanding of approximately $1.6 billion
at Dec. 31, 2004.  The effect of the proposed transaction is to
lower the company's interest expense.

"The rating on Sinclair continues to reflect high financial risk
from aggressive, debt-financed TV station acquisitions, a
portfolio of generally lower ranked stations, and television
advertising's mature revenue growth prospects," said Standard &
Poor's credit analyst Alyse Michaelson Kelly.

These factors are partially offset by the company's large
television audience reach, television broadcasting's good margin
and discretionary cash flow potential, and resilient station asset
values.

The negative outlook recognizes that leverage is high for the
'BB-' rating level.  There is modest debt capacity at the current
rating to withstand operating shortfalls, share repurchases, or
acquisitions.  Reducing leverage by using cash flow to lower debt,
in both political and nonpolitical years, will be important in any
consideration of an outlook revision to stable.


SONIC AUTOMOTIVE: Moody's Lifts Senior Sec. Credit Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured credit
facility rating of Sonic Automotive, Inc., to Ba2, affirmed other
ratings and changed the rating outlook to stable from negative.
The rating upgrade of the senior secured credit facility to Ba2
reflects Moody's increased comfort in the expected loss prospects
given its priority position in the capital structure and the
strong asset collateralization, namely inventory, accounts
receivable and certain properties.  The change in outlook reflects
Sonic's improved operating performance and moderating acquisition
activity since the second half of 2004, despite the continuing
challenges of having relatively high leverage.

The key rating drivers for Sonic include:

   1) Managing growth and size

      Moderating its acquisition strategy since the second half of
      2004 to focus more on operations than acquisitions together
      with a good franchise network of close to 200 franchises is
      a positive rating driver.

   2) Brand and Geographic diversity

      Sonic's diverse brand mix with domestic, import and luxury
      new vehicle sales in 2004 of 26%, 30% and 44%, respectively,
      is a credit enhancement.  In addition, Sonic's geographic
      diversity in 15 states with a concentration in the
      California, Florida and Texas is also a credit positive.

   3) Cost structure and operating profitability

      Sonic's variable cost structure with good cost efficiency
      ratio's (SG&A/gross profit) in the mid 70% range and good
      operating margins (EBIT/gross profit) in the low 20% area
      are credit positives.

   4) Cash flows, financial policy, and flexibility

      The consistent generation of operating cash flow with over
      $125 million of retained cash flow the last three years is a
      credit strength.  On the other hand, high leverage with
      retained cash flow/adjusted debt of less than 10% and
      adjusted debt/adjusted EBITDAR of over 7.0x are credit
      concerns.  Debt is adjusted to treat 25% of the floor plan
      payable as debt and to capitalize operating leases.

   5) Internal controls and corporate governance

      A centralized operating structure together with improved
      financial controls are credit positives.

In addition to the factors mentioned, Sonic's ratings also reflect
the competitive, highly fragmented nature of the auto retailing
business as well as Sonic's high growth through a roll-up strategy
of acquiring existing franchises.  The B2 ratings of the senior
subordinated notes reflect their effective subordination to floor
plan obligations and the secured credit facility, which are
secured by new vehicle inventory and related accounts receivable,
and minimal, if any, asset coverage, but also recognize the
benefit of guarantees from operating companies.  The B3 rating of
the convertible subordinated notes reflect the same structural
issues of the senior subordinated notes but further incorporates
the lack of operating company guarantees.

The stable ratings outlook reflects Moody's expectation that Sonic
will maintain its recent operating gains with a continued focus on
internal controls.  The stable outlook also reflects our
expectation that Sonic may use some debt to finance acquisitions,
but that these acquisitions will be measured and the company's
leverage, measured by adjusted debt/adjusted EBITDA, will not
increase significantly beyond its current level.

A resumption of an aggressive acquisition strategy could put
pressure on the ratings.  Ratings could also be downgraded if
operating margins measured as EBIT/gross profit, which is
currently around 20%, fell below 15%, SG&A/gross margin rose above
80%, or adjusted leverage (adjusted debt/adjusted EBITDAR) rose
above 8.0x. Ratings could improve if Sonic sustains its improved
debt protection measures by continuing with its focus on
operations rather than acquisitions or reduces financial leverage.
Ratings could be upgraded if operating margins increased to the
mid 20% range, SG&A/gross profit fell to the low 70%, adjusted
leverage fell below 5.0x or if retained cash flow/adjusted debt
rose to the mid to high teens.

These ratings were affected by this action:

   * Senior secured revolving credit facilities rating upgraded to
     Ba2 from Ba3;

   * Senior implied rating affirmed at Ba3;

   * Senior unsecured issuer rating affirmed at B1;

   * Senior subordinated guaranteed debt rating affirmed at B2;

   * Convertible subordinated notes rating affirmed at B3;

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, operates over 190 franchises representing 38 automotive
brands through the United States, with concentrations in the
South, Southwest, and California.  Sales were $7.4 billion for the
year ended December 2004.


SPANSION INC: Fitch Says IPO Won't Impact Ratings Anytime Soon
--------------------------------------------------------------
Fitch Ratings believes the announced proposed initial public
offering -- IPO -- of Spansion Inc., the flash memory joint
venture 60% owned by Advanced Micro Devices -- AMD, will have no
immediate impact on AMD's ratings.  Fitch rates AMD as:

    -- Senior unsecured debt 'B';

    -- $100 million senior secured U.S. revolving credit facility
       'BB-';

The Rating Outlook is Stable and as of March 31, 2005, total debt
was approximately $1.9 billion.

The proposed IPO could positively affect AMD's near-term liquidity
and slightly lower AMD's capital spending requirements.
Additionally, the spin-off would reduce AMD's exposure to the
significantly less profitable and more volatile flash memory
market.  Nonetheless, Fitch believes that the proposed transaction
will not change AMD's fundamental credit risk profile as even the
stand-alone microprocessor business:

        * will continue to have significant ongoing capital
          spending and research and development -- R&D --
          requirements;

        * improving but still limited market share;

        * vulnerability to aggressive pricing actions from
          competitors;

        * historic negative free cash flow and operating losses,
          which have improved but will remain pressured;

        * expectations for continued high debt levels; and

        * exposure to the volatile cash flows and cyclical demand
          of the semiconductor market.

Rating strengths center on AMD's improved product portfolio,
particularly in microprocessors for enterprise servers and
workstations, which has enabled the company to increase share in
the microprocessor market and maintain a leading position in flash
memory, and increased gross margins in microprocessors driven
primarily by premium pricing related to a richer sales mix.
Additionally, intermediate term liquidity was modestly improved by
refinancing activity in 2004, which extended 2005 and 2006
maturities to 2012 and increased the percentage of unsecured debt
in the capital structure.

On April 13, 2004, Spansion filed an S-1 with the Securities and
Exchange Commission for a proposed initial public offering of
class A common stock.  AMD is likely to retain a sizable but
minority interest in Spansion, resulting in AMD no longer
consolidating Spansion's financial results.  Concurrently,
Spansion intends to issue debt securities, the terms of which have
not been determined; however, the net proceeds are expected to be
used to refinance existing debt and repay intercompany notes.  The
registration statement still requires SEC approval and the terms
of the transaction, such as timing, pricing, and the ultimate
ownership structure, have not been finalized.

As of March 31, 2005, AMD's liquidity was sufficient to meet near-
term obligations and is supported by cash and cash equivalents of
approximately $1.1 billion, the undrawn $100 million secured
revolving credit facility expiring July 2007, and an undrawn
EUR700 million secured term loan facility expiring 2011 related to
its next generation Dresden facility, which AMD expects to draw
down in 2006.  Free cash flow is expected to continue to be
negative due primarily to higher capital expenditures and R&D
expenses.

Total debt was $1.9 billion at quarter-end and consisted primarily
of $600 million 7 3/4% senior unsecured notes due 2012, $500
million 4 3/4% convertible senior debentures due 2022 but putable
in 2009, and approximately $200 million 4 1/2% convertible senior
notes due 2007.  These notes may be converted by the holders at
any time and are currently in-the-money, potentially resulting in
further debt reduction for AMD.  The remaining approximately $560
million of debt consists of various secured loans and capital
leases. AMD's debt and capital lease obligations are less than
$200 million per year through 2006, approximately $239 million in
2007 (assuming no conversion of the remaining 4 1/2% senior
notes), and $1.1 billion thereafter (excluding the EUR700 million
term loan facility).


THYSSENKRUPP BUDD: Tells Shareholders to Sell Shares to Budcan
--------------------------------------------------------------
ThyssenKrupp Budd Canada Inc. (TSX:BUD) reported that its Board of
Directors, on the advice of its committee of independent
directors, is reaffirming its recommendation of the offer made on
March 4, 2005 by Budcan Holdings Inc., a subsidiary of
ThyssenKrupp Budd Company, to acquire all of the outstanding
shares of the Corporation owned by the public for $9.00 per share.
Budcan currently owns 77.25% of the outstanding shares of the
Corporation.

The Board of Directors and the Independent Committee continue to
believe that the consideration offered by Budcan pursuant to the
Offer is fair, from a financial point of view, to the shareholders
of the Corporation other than Budcan and its affiliates, and
continue to recommend that holders of shares of the Corporation
tender their shares to the Offer.

The Board of Directors' and Independent Committee's reaffirmation
and continuing recommendation is made following the committee's
review of the multi-year new business contract awarded to
ThyssenKrupp Budd Canada Inc. by General Motors Corporation.

Budcan has extended the time for depositing shares under the Offer
to 11:59p.m. tomorrow, April 19, 2005.

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer
specializing in the production of light truck and support utility
vehicle frames and chassis components.

The Corporation reported a net loss in the first quarter of fiscal
2005 of $7,552 resulting in further deterioration to its financial
position. While cash flow was slightly positive in the first
quarter of fiscal 2005, shareholder's deficit continued to
increase.  The Corporation continues to be dependent on debt
financing provided by ThyssenKrupp Finance Canada, Inc., an
affiliated corporation.  Sales continued to decline due to the
mentioned market conditions.  The Corporation continued its
efforts to reduce manpower in line with production levels and to
implement other cost reduction initiatives.

As at December 30, 2004, borrowing against the TKFC line of credit
totaled $203,228, down from $214,227 as at Sept. 30, 2004 due to a
positive cash flow from operations in the first quarter. TKFC has
agreed to increase the line of credit through March 31, 2006 to
$310,000 from its previous limit of $250,000.  This line of credit
will continue to provide financing to the Corporation up to the
specified borrowing limit of $310,000 until March 31, 2006,
provided that the Corporation continues to be part of the
ThyssenKrupp group.  TKFC has waived its right to call all
advances made under this line of credit through March 31, 2006.
The Corporation's ability to continue as a going concern is
uncertain.  The Corporation has incurred significant losses in the
past four years, and continuing into the first quarter of this
fiscal year.  While the Corporation did not have to rely on non-
operational sources of financing from TKFC to fund operations in
the first quarter of fiscal 2005, the Corporation does have
significant financial obligations arising in fiscal years 2005 and
2006.  These include the repayment of bank loans of $58,000 in
2005 and $38,000 in 2006 and estimated contributions to the
employees' defined benefit pension plans of $24,917 per year in
fiscal years 2005 through 2008.

The deferred pension costs, which fluctuated in each reporting
period, were attributable to the actuarial and accounting timing
differences.


TROPICAL SPORTSWEAR: Bankr. Court Approves Disclosure Statement
---------------------------------------------------------------
The Honorable Michael G. Williamson of the U.S. Bankruptcy Court
for the Middle District of Florida approved the Disclosure
Statement explaining the Joint Liquidating Plan of Reorganization
filed on March 17, 2005, by Tropical Sportswear Int'l Corporation
and its debtor-affiliates.

Judge Williamson found the Disclosure Statement to contain
adequate information for creditors to make an informed decision
whether to accept or reject the Debtors' Plan.

Objections to the Plan, if any, must be filed by May 10, 2005.
The Court will convene a hearing to discuss the merits of the Plan
on May 18, 2005, at 10:00 a.m.

                       Review of the Plan

Under the Plan, the Debtors and the Holders of Allowed Claims will
execute a Liquidating Trust Agreement on the Effective Date.
The Trust Agreement provides for the establishment of the
Liquidating Trust with the sole purpose of liquidating and
distributing the Trust Assets, in accordance with Treasury
Regulation section 301.7701-4(d), with no objective to continue or
engage in the conduct of a trade or business.  On or before the
Effective Date, the Liquidating Trust Committee will be formed,
and will appoint a Liquidating Trustee.

On the Effective Date, the Debtors, after making the initial
Distributions to Holders of Allowed Claims pursuant to the Plan,
will transfer to the Liquidating Trust all of their right, title,
and interest in all of the Trust Assets and any other remaining
Property of the Debtors and their Estates, free and clear of any
Lien, Claim or Interest in that Property of any other Person
except as provided in the Plan.

The Plan groups claims and interests into five buckets.

Unimpaired claims consist of:

   a) Priority Non-Tax Claims to receive Cash payments on or
      after the Effective Date;

   b) Secured Superpriority Claims of CIT as Agent under the DIP
      Facility to receive before the Effective Date Cash equal
      to all DIP Financing Obligations and upon the termination or
      reimbursement in full of all letters of credit issued under
      the DIP Facility, CIT, to return any remaining Cash
      Collateral payable to the Debtors to the Liquidating Trustee
      for deposit in the Liquidating Trust; and

   c) Claims by the Customs Bond Agent, who holds Cash of the
      Debtors amounting to $5.3 million, will be authorized, on or
      before  the Effective Date to apply the Cash and all other
      amounts owing to the Bond Agent, and upon satisfaction in
      full of all the  obligations of the Debtors, the remainder
      of the Cash held by the Bond Agent will be delivered to the
      Liquidating Trustee for deposit in the Liquidating Trust.

Impaired claims consist of:

   a) Allowed General Unsecured Claims, with an approximate amount
      of $110 million, will receive on or after the Effective
      Date, either their Pro Rata Share of the Cash in the
      Unsecured Claim Distribution Fund, or they can elect to have
      their Claims treated as Convenience Claims and receive a one
      time Distribution of 40% of the Allowed amount of its
      Convenience Claim; and

   b) Subordinated Claims and Intercompany Claims will neither
      receive nor retain any property under the Plan, while
      Holders of Interests will be cancelled on the Effective Date
      and will also neither receive nor retain any property.

Full-text copies of the Disclosure Statement and Plan are
available for a fee at:

   http://www.researcharchives.com/bin/download?id=050321024442

       -- and --

   http://www.researcharchives.com/bin/download?id=050321024853

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


TRUSTREET PROPERTIES: Fitch Puts Low-B Ratings on Senior Debts
--------------------------------------------------------------
Fitch assigned these ratings to Trustreet Properties, Inc.:

     -- $350 million senior secured credit facility 'BB+';
     -- $250 million 7.50% senior unsecured notes due 2015 'BB-';
     -- Preferred stock Series A and C 'B+';

The Rating Outlook is Stable.

Fitch also withdraws the 'BB' senior unsecured rating for U.S.
Restaurant Properties, Inc. -- USRP.

On Feb. 25, 2005, CNL Restaurant Properties, Inc. combined with
USRP through a reverse merger.  Concurrently, USRP acquired CNL
Income Funds I through XVIII.  On the same date, the surviving
entity was renamed Trustreet Properties, Inc. and began trading on
the New York Stock Exchange under the ticker TSY.

On Jan. 21, 2005, Fitch announced that it expected to rate
Trustreet's debt following the merger and receipt and review of
final closing documentation for the merger and financings.  Fitch
has reviewed the final closing documentation and concluded that
the company's covenants and financing sources are substantially
consistent with the terms that Fitch had evaluated prior to the
transaction closing.

Trustreet closed its $250 million private placement of senior
unsecured notes due 2015 on March 23, 2005.  In addition, the
company's $350 million credit facility closed on April 8, 2005.
Concurrent with the merger, the $111 million of outstanding USRP
unsecured notes were repaid.

Trustreet's credit strengths are centered on the diversity of its
portfolio by geography, tenant, and restaurant concept.  As of
Dec. 31, 2004, the company had relationships with over 220
restaurant concepts and 550 franchisors/franchisees in a total of
over 2,900 managed properties.  Fitch also expects the company's
interest coverage metrics to be adequate for the rating, with
EBITDA to interest expense expected to be approximately 2.3 times
for 2005.  Recurring EBITDA to interest expense is expected to be
about 1.7x for 2005, which is also adequate.  This metric
subtracts from EBITDA most of the company's specialty finance
income, which consists mostly of M&A fees, investment property
sales, and servicing income.

Rating concerns center largely on the company's aggressive
capitalization, as well as a predominantly secured funding
profile.  CNL's ratio of debt to tangible assets is believed by
Fitch to be at approximately 65.5% following the close of the
merger.  These concerns are softened by management's expressed
intention of reducing leverage in the 2005-2008 time period.  In
addition, management has also indicated it will seek to further
diversify its funding profile through layering additional
unsecured debt into the capital structure.

The notching between the bank facilities and the senior unsecured
notes is based in large part on the pledge of borrowing base
assets to the bank facilities, as well as other financial
covenants that provide superior protection to the bank facility.
Trustreet has pledged the equity of its operating partnership, CNL
APF Partners, LP, to the bank facility.  APF effectively holds
100% of all unencumbered assets, and it also guarantees the bank
facility.  The unsecured notes, by contrast, have neither a
guarantee or equity pledge.  The borrower for both the bank
facility and the unsecured notes is Trustreet Properties, Inc.,
which itself holds no direct real estate assets.  As a result,
Fitch believes that the bank facilities have superior access to
both unencumbered assets, as well as any excess collateral or cash
flows from encumbered assets.

Headquartered in Orlando, Florida, Trustreet is the largest
triple-net lessor of real estate to the restaurant industry.  The
company provides a range of real estate, financial, and advisory
services to operators of national and regional restaurant chains.
As of Dec. 31, 2004, the company had over $2.5 billion in total
assets with 1,900 owned and an additional 1,000 managed properties
in 49 U.S. states.


UNISYS CORP: Posts $45.5 Million Net Loss in First Quarter
----------------------------------------------------------
Unisys Corporation (NYSE: UIS) reported a first-quarter 2005 net
loss of $45.5 million, compared with first-quarter 2004 net income
of $28.9 million.  The first-quarter 2005 results included pre-tax
pension expense of $46.8 million, compared with pension expense of
$22.2 million in the year-ago quarter.  Excluding the impact of
pension expense in both periods, the first-quarter 2005 loss was
$13.7 million, or a loss of 4 cents per share, compared with net
income of $44.0 million in the first quarter of 2004.  Revenue for
the first quarter of 2005 declined 7% to $1.37 billion from
$1.46 billion in the year-ago quarter.  Currency had a 2
percentage-point positive impact on the company's revenue in the
first quarter, reflecting a weak U.S. dollar against most major
currencies worldwide.

"This was a tough quarter for Unisys," said Joseph W. McGrath,
Unisys President and Chief Executive Officer.  "Our results in the
quarter, as expected, were impacted by the continuing challenges
of several transformational outsourcing contracts and a
substantial increase in pension expense, both of which affected
our services margins.  We also saw lower-than-expected revenue in
the quarter."

Mr. McGrath continued, "We did make progress on several important
fronts, however.  After a slow year for orders in 2004, we
implemented aggressive sales and marketing programs to drive
stronger order and revenue trends going forward.  We were pleased
by good services order growth in the quarter, driven by
substantial double-digit order gains for outsourcing services.
Overall we signed multi-year annuity contracts with an estimated
total value of more than $400 million in the quarter."

Mr. McGrath said that major services contracts signed in the
quarter included:

   -- a contract valued at $143 million ($105 million for the
      initial five-year term and $38 million for an optional two-
      year extension) to provide desktop support services on an
      outsourced basis to New York City Transit;

   -- a 10-year contract valued at $90 million to provide
      insurance processing services for a new Resolution Life
      Group company in the United Kingdom;

   -- a contract valued at $77 million over five years to provide
      infrastructure outsourcing services to a leading U.S.
      financial institution;

   -- a contract valued at $22 million over five years to provide
      infrastructure outsourcing services to a major U.S. city
      public entity.

In addition, in early April, Unisys signed a five-year,
$68 million contract with a group of U.S. telecommunications
companies for IT infrastructure outsourcing services.

"We are encouraged by these wins, since they show that our sales
and marketing efforts are starting to pay off," Mr. McGrath said.
"More importantly, they show that Unisys is providing the kind of
value-added services and solutions that clients need in the
marketplace."

                   First Quarter Company Results

Overall orders were flat in the first quarter.  Services orders
showed single-digit gains, while technology orders showed double-
digit declines.

On a geographic basis, U.S. revenue declined 9% to $621 million.
Revenue in international markets declined 4% in the quarter to
$746 million.

The company's gross profit margin and operating profit margin in
the quarter were 19.0% and (4.8%), respectively, compared with
26.8% and 4.0% in the first quarter of 2004.  The year-over-year
margin declines for the company and the services segment were
principally due to the impact of the transformational outsourcing
contracts and higher pension expense.

SG&A expense and R&D expense represented 19.1% and 4.7% of
revenue, respectively, in the first quarter of 2005 compared with
17.9% and 4.9% of revenue in the year-ago quarter.  The principal
reasons for the increase in SG&A expenses as a percent of revenue
were the decrease in revenue and the higher pension expense.

The first-quarter 2005 results include a tax benefit of
$7.8 million related to a favorable decision in foreign tax
litigation.

               First Quarter Business Segment Results

Customer revenue in the company's services segment declined 5% in
the first quarter of 2005 compared with the year-ago period.  All
services categories showed revenue declines in the quarter.  On a
reported basis, gross profit margin in the services business
declined to 11.0% from 19.1% a year ago, while the services
operating margin was (6.8)% compared with 2.5% a year ago.
Excluding the impact of pension expense in both periods, services
gross profit margin declined to 13.8% from 20.4% a year ago, while
services operating margin declined to (3.2%) compared with 4.1% a
year ago.

Customer revenue in the company's technology segment declined 13%
in the first quarter.  Sales of specialized equipment declined by
double digits, while enterprise server sales showed slight
declines.  Within enterprise servers, sales of ClearPath systems
showed mid single-digit declines, while ES7000 revenue showed a
high single-digit increase.  The technology margins declined in
the quarter, primarily reflecting lower sales of ClearPath and
specialized technology.  On a reported basis, technology gross
margin declined to 47.7% from 48.3% a year ago, and technology
operating margin declined to 6.1% from 8.6% a year ago.  Excluding
the impact of pension expense in both periods, the technology
gross margin decreased to 48.0% in the first quarter of 2005 from
48.4% in the year-ago quarter and the technology operating margin
declined to 8.5% compared with 9.5% in the year-ago period.

                      Cash Flow Results

Unisys generated $27 million of cash from operations in the
quarter compared with operational cash flow of $129 million in the
year-ago quarter.  The decline in operational cash flow year-over-
year was primarily driven by lower net income.

Capital expenditures in the first quarter of 2005 were
$97 million, including $76 million invested in revenue-generating
projects.  On January 17, 2005, Unisys repaid at maturity all
outstanding $150 million of its 7-1/4% senior notes.  The
repayment was made from cash on hand. Unisys ended the quarter
with $442 million of cash on hand.

                       Business Outlook

"We expect the second quarter to continue to be challenging as we
work through the issues in our transformational outsourcing
business and soft demand in our high-end enterprise server
business," Mr. McGrath said.  "We look for second-quarter earnings
per share, excluding the impact of pension expense, to be
approximately breakeven, with revenue relatively flat compared
with the prior-year quarter."

                        About Unisys

Unisys -- http://www.unisys.com/-- is a worldwide information
technology services and solutions company.  Our people combine
expertise in consulting, systems integration, outsourcing,
infrastructure and server technology with precision thinking and
relentless execution to help clients, in more than 100 countries,
quickly and efficiently achieve competitive advantage.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2005,
Moody's lowered the speculative grade liquidity rating of Unisys
Corporation to SGL-3 from SGL-2 based on increased potential for
future charges and impairments to decrease operating
profitability.  Following lower than expected financial
performance for 2004, Unisys received a waiver of a financial
covenant and amended certain financial covenants under its
$500 million unsecured credit facility.  The entire facility was
available for borrowing as of December 31, 2004.  The company
expects that first half 2005 results will be negatively impacted
by problems involving certain outsourcing contracts.

The speculative grade liquidity rating of SGL-3 for Unisys
Corporation (Ba1/negative outlook) reflects adequate liquidity
characterized by:

   (1) balance sheet liquidity of $661 million in cash and
       investments as of December 31, 2004;

   (2) accessible external liquidity;  and

   (3) expected free cash flow generation (cash flow from
       operations less capital expenditures) in excess of
       $50 million in 2005.


VARTEC TELECOM: Wants to Hire Luffey Huffman as Accountants
-----------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for permission to employ Luffey Huffman & Monroe as
their accountants in their chapter 11 cases.

Richard S. London, Esq., at Vinson & Elkins, tells the Court that
Luffey Huffman has served as the Debtors' accountants and auditors
for a number of years and is very familiar with the Debtors' book
and records.

As the Debtors' accountants, Luffey Huffman will:

    a. audit the Debtors' consolidated balance sheet as of
       December 31, 2004; and

    b. audit the related consolidated statements of stockholders'
       equity, income, and cash flows for the year then ending.

In addition, the Firm will complete a payphone audit as mandated
by the Federal Communications Commission effective as of July 1,
2005.

Luffey Huffman's professionals and their hourly rates are:

        Designation            Rate
        -----------            ----
        Principal              $240
        Manager                $210
        Senior                 $150
        Junior                 $125

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

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VAST EXPLORATION: Completes 2nd Tranche of $3M Equity Placement
---------------------------------------------------------------
Vast Exploration Inc. (TSX VENTURE:VST) has completed the second
tranche of its previously announced $3,000,000 private placement
through the issuance of 500,000 flow through shares at $0.60 per
flow through share for gross proceeds of $300,000.  Each of the
flow through shares will be subject to a hold period that will
expire on August 9, 2005.  The Company previously completed the
first tranche of the private placement through the issuance of
4,400,000 Units at $0.50 per Unit and 833,334 flow through shares
at $0.60 per flow through share.  In connection with both tranches
of the private placement, Forbes & Manhattan, Inc. was provided
with a finder's fee of $232,000.

Vast Exploration, Inc., is a junior oil and gas exploration and
production company focused on growth through acquisition,
development, and exploration.  It recently announced the
acquisition of a private energy company in Alberta and currently
has the right to earn up to 1875 hectares of gas rights from
Canyon Creek Resources Ltd.  Vast also has a 50% working interest
in an additional 908 hectares of land located in the Dollard area
of SW Saskatchewan with oil and gas rights that are held for five
years.

As of October 31, 2004, Vast Exploration's balance sheet reflected
a $50,162 stockholders' deficit compared to $13,248 of positive
shareholder equity at January 31, 2004.


VERITEC INC: Licenses Multi-Dimensional Bar Code Tech. to Nokia
---------------------------------------------------------------
Veritec, Inc., (OTC Bulletin Board: VRTC), a pioneer in two-
dimensional bar code technology, said that VCode Holdings, Inc.,
one of its wholly owned subsidiary along with VData LLC -- a
wholly owned subsidiary that is part of the Acacia Technologies
group -- entered into a license agreement with Nokia Corporation
of Finland regarding VCode's:

   -- United States Patent No. 5,612,524, "Identification Symbol
      System and Method with Orientation Mechanism,"

   -- United States Patent No. 4,924,078, "Identification Symbol,
      System and Method," and

   -- European Patent EP438841, "Identification Symbol".

The terms of the agreement are confidential.

VCode Holdings, Inc., is a wholly owned subsidiary of Veritec,
Inc., of Golden Valley, Minnesota.  Veritec manufactures and sells
data matrix software and systems under the VeriCode(R) trademark.

VData LLC is an Illinois company that has an exclusive license
under the patents.  Together, VCode and VData are offering
licenses to the patents.

The '524 patent relates to a data matrix, an array of data cells
with a border.  The patent also concerns tools for reading and
making a data matrix.  The patent describes several varieties of
matrix; a square array of cells permits creation of up to 248
different matrices.  A data matrix has much higher information
density and therefore can contain far more data than a bar code.
Unlike a bar code, a data matrix does not have a preferred
scanning direction, and is readable at various orientations.

Headquartered in Golden Valley, Minnesota, Veritec, Inc., is the
pioneer and patent holder of two-dimensional (2D) matrix coding
technology.  The company is engaged in developing, marketing, and
selling encoding (writing) and decoding (reading) software and
system products that utilize its patented technology.  The Company
filed for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Minn.
Case No. 05-31119).  Matthew R. Burton, Esq., at Leonard O'brien
Spencer Gale & Sayre Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1,662,752 in total assets and
$10,227,311 in total debts.


WASHINGTON MUTUAL: Fitch Upgrades Low-B Ratings on 26 Mort. Certs.
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Washington Mutual
residential mortgage-backed certificates:

   Washington Mutual Mortgage Pass-Through Certificates, Series
   2000-1

      -- Class A affirmed at 'AAA';
      -- Class M1 affirmed at 'AAA';
      -- Class M2 affirmed at 'AAA';
      -- Class M3 affirmed at 'AA';
      -- Class B1 upgraded to 'A+' from 'A';
      -- Class B2 upgraded to 'A-' from 'BBB'.

   WAMU, Series 2000-3

      -- Class A affirmed at 'AAA';
      -- Class M1 affirmed at 'AAA';
      -- Class M2 affirmed at 'AA+';
      -- Class M3 upgraded to 'A+' from 'A'.

   WAMU, Series 2001-7

      -- Class A affirmed at 'AAA';
      -- Class M1 affirmed at 'AAA';
      -- Class M2 affirmed at 'AA+';
      -- Class M3 upgraded to 'AA' from 'A+'.

   WAMU, Series 2002-S5

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AAA' from 'AA+';
      -- Class B3 upgraded to 'AA' from 'A+';
      -- Class B4 upgraded to 'A' from 'BBB+';
      -- Class B5 upgraded to 'BBB' from 'BB+'.

   WAMU, Series 2002-S6

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AAA' from 'AA';
      -- Class B3 upgraded to 'AA-' from 'A';
      -- Class B4 upgraded to 'A' from 'BBB';
      -- Class B5 upgraded to 'BBB+' from 'BB'.

   WAMU, Series 2002-S7

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA+' from 'AA';
      -- Class B3 upgraded to 'A+' from 'A';
      -- Class B4 upgraded to 'BBB+' from 'BBB';
      -- Class B5 upgraded to 'BB+' from 'BB'.

   Washington Mutual Mortgage Pass-Through Certificates, Series
   2002-MS7

      -- Class A affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 upgraded to 'AA+' from 'AA-';
      -- Class CB3 upgraded to 'A+' from 'A-';
      -- Class CB4 upgraded to 'BBB+' from 'BBB';
      -- Class CB5 upgraded to 'BBB-' from 'BB'.

   WAMMS, Series 2002-MS8

      -- Class A affirmed at 'AAA';
      -- Class CB4 upgraded to 'A-' from 'BB';
      -- Class CB5 upgraded to 'BB+' from 'B'.

   WAMMS, Series 2002-MS9

      -- Class A affirmed at 'AAA';
      -- Class CB1 upgraded to 'AAA' from 'AA';
      -- Class CB2 upgraded to 'AA' from 'A-';
      -- Class CB3 upgraded to 'A' from 'BBB';
      -- Class CB4 upgraded to 'BBB-' from 'BB';
      -- Class CB5 upgraded to 'BB' from 'B'.

   WAMMS, Series 2002-MS10

      -- Class A affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 upgraded to 'A+' from 'A';
      -- Class CB3 upgraded to 'BBB+' from 'BBB';
      -- Class CB5 upgraded to 'B+' from 'B'.

   WAMMS, Series 2002-MS11

      -- Class A affirmed at 'AAA';
      -- Class CB1 upgraded to 'AAA' from 'AA+';
      -- Class CB2 upgraded to 'AA' from 'A+';
      -- Class CB3 upgraded to 'A+' from 'BBB+';
      -- Class CB4 upgraded to 'A-' from 'BB';
      -- Class CB5 upgraded to 'BB+' from 'B'.

   WAMMS, Series 2002-MS12

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA+' from 'AA';
      -- Class B3 upgraded to 'AA-' from 'A';
      -- Class B4 upgraded to 'A-' from 'BB';
      -- Class B5 upgraded to 'BBB' from 'B'.

   WAMMS, Series 2003-MS1

      -- Class A affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 affirmed at 'AA+';
      -- Class CB3 affirmed at 'AA-';
      -- Class CB4 upgraded to 'BBB+' from 'BBB';
      -- Class CB5 upgraded to 'BB' from 'B'.

   WAMMS, Series 2003-MS2

      -- Class A affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 upgraded to 'AA+' from 'AA';
      -- Class CB3 upgraded to 'AA-' from 'A+';
      -- Class CB4 upgraded to 'BBB' from 'BBB-';
      -- Class CB5 upgraded to 'B+' from 'B'.

   WAMMS, Series 2003-MS3

      -- Class A affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 upgraded to 'AAA' from 'AA+';
      -- Class CB4 upgraded to 'A' from 'BBB-';
      -- Class CB5 upgraded to 'BB+' from 'B'.

   WAMMS, Series 2003-MS5

      -- Class A affirmed at 'AAA';
      -- Class CB5 upgraded to 'B+' from 'B'.

   WAMMS, Series 2003-MS7

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A-';
      -- Class B4 upgraded to 'BB+' from 'BB';
      -- Class B5 upgraded to 'B+' from 'B'.

   WAMU, Series 2002-AR10

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AAA' from 'AA';
      -- Class B3 upgraded to 'AA' from 'A';
      -- Class B4 upgraded to 'A' from 'BBB';
      -- Class B5 upgraded to 'BBB' from 'BB'.

   WAMU, Series 2002-AR11

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AAA';
      -- Class B3 affirmed at 'AA';
      -- Class B4 affirmed at 'A';
      -- Class B5 affirmed at 'BBB'.

   WAMU, Series 2002-AR12

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AAA';
      -- Class B3 affirmed at 'AA+';
      -- Class B4 affirmed at 'A+';
      -- Class B5 upgraded to 'BBB+' from 'BBB'.

   WAMU, Series 2002-AR13

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA+';
      -- Class B3 affirmed at 'AA-';
      -- Class B4 affirmed at 'A';
      -- Class B5 affirmed at 'BBB'.

   WAMU, Series 2002-AR14

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA+';
      -- Class B3 affirmed at 'AA-';
      -- Class B4 affirmed at 'A';
      -- Class B5 affirmed at 'BBB'.

   WAMU, Series 2002-AR15

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 upgraded to 'A+' from 'A';
      -- Class B4 upgraded to 'A-' from 'BBB';
      -- Class B5 upgraded to 'BBB-' from 'BB'.

   WAMU, Series 2002-AR16

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A';
      -- Class B4 upgraded to 'BBB+' from 'BBB';
      -- Class B5 upgraded to 'BB+' from 'BB'.

   WAMU, Series 2002-AR18

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA' from 'AA-';
      -- Class B3 upgraded to 'A' from 'A-';
      -- Class B4 upgraded to 'BBB+' from 'BBB-';
      -- Class B5 upgraded to 'BB+' from 'BB-'.

   WAMU, Series 2002-AR19

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA' from 'AA-';
      -- Class B3 upgraded to 'A' from 'A-';
      -- Class B4 upgraded to 'BBB+' from 'BBB-';
      -- Class B5 upgraded to 'BB+' from 'BB-'.

   WAMU, Series 2003-AR1

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A';
      -- Class B4 affirmed at 'BBB';
      -- Class B5 affirmed at 'BB'.

   WAMU, Series 2003-AR2

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A'.

   WAMU, Series 2003-AR3

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA' from 'AA-';
      -- Class B3 affirmed at 'A';
      -- Class B4 affirmed at 'BBB';
      -- Class B5 affirmed at 'BB'.

   WAMU, Series 2003-AR4

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A';
      -- Class B4 affirmed at 'BBB-';
      -- Class B5 upgraded to 'BB-' from 'B+'.

   WAMU, Series 2003-AR5

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AA+';
      -- Class B2 affirmed at 'A+';
      -- Class B3 upgraded to 'A-' from 'BBB+';
      -- Class B4 upgraded to 'BB+' from 'BB';
      -- Class B5 upgraded to 'B+' from 'B'.

   WAMU, Series 2003-AR6

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AA+';
      -- Class B2 affirmed at 'A+';
      -- Class B3 upgraded to 'A-' from 'BBB+';
      -- Class B4 affirmed at 'BB+';
      -- Class B5 affirmed at 'B+'.

The affirmations, affecting approximately $8.28 billion of the
outstanding balances, are due to credit enhancement consistent
with future loss expectations.  The upgrades, affecting
approximately $180 million of the outstanding balances, are being
taken as a result of low delinquencies and losses, as well as
increased credit support levels.  The above deals suffered none to
minimal losses since the last rating action date and the upgraded
classes experienced an increase in credit enhancement percentage
as much as 11 times the original.

The collateral of the above WAMU and WAMMS deals primarily
consists of 15- to 30-year fixed-rate mortgages secured by first
liens on one- to four-family residential properties.  The 'AR'
deals have collateral that consists of 15- to 30-year adjustable-
rate mortgages, also secured by first liens on one- to four-family
residential properties.

The pool factors, i.e., current mortgage loans outstanding as a
percentage of the initial pool for these deals, range from 8%
(WAMU 2002-S5) to 44% (WAMU 2003-AR6).  Further information
regarding current delinquency, loss and credit enhancement
statistics is available on the Fitch Ratings Web site at
http://www.fitchratings.com/


WINDHAM COMMUNITY: Moody's Affirms Ba1 Long-Term Bond Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Windham Community Memorial
Hospital's Ba1 long-term bond rating affecting approximately
$16 million of Series C bonds issued through the Connecticut
Health and Educational Facilities Authority.  The outlook is
negative.  The Ba1 rating is based on the:

   -- Weak financial performance in fiscal year (FY) 2002 and
      FY 2003 followed by cash flow improvement in FY 2004 that is
      continuing through five months of FY 2005;

   -- Weak unrestricted liquidity, although absolute liquidity
      levels and associated ratios have improved since reaching a
      low point at fiscal year end 2002; and

   -- Dominant market position within its service area.

The negative outlook reflects Moody's concerns that operating
performance may take a downturn due to recent issues with key WCMH
physicians given the departure of two of WCMH's four orthopedic
surgeons and the potential opening of a freestanding imaging
center by radiologists on staff at the hospital.  The departure of
the two surgeons is the primary reason for the material decline in
outpatient surgeries through the first five months of FY 2005.

The ability to replace these physicians and diffuse the
ramifications of a competing imaging center are keys to
maintaining the Ba1 rating.  Moody's also note that while
outpatient surgical volumes have declined through the first five
months of FY 2005, inpatient admissions have increased more than
4.0% during the period.

Legal: The CHEFA Series C bonds are secured by a mortgage of WCMH
       property.

Swaps: WCMH has no swaps outstanding.

Considerable Improvement In Cash Flow In Fy 2004
Following Weak Financial Performance In Fy 2002 And Fy 2003:

Following weak financial performance in FY 2002 and FY 2003, WCMH
reduced operating losses in FY 2004 to $861,000 (-1.2% operating
margin) from a low point of $4.2 million (-6.5%) in FY 2003. FY
2004 operating cash flow increased to $3.4 million (4.9% operating
cash flow margin) from $2,000 (0.0%) in FY 2003.

As a result, debt service coverage improved to 2.22 times maximum
annual debt service coverage and 7.02 times debt to cash flow, up
from 0.40 times and -39.52 times in FY 2003, respectively.
Improvements have continued through the first five months of
FY 2005, as operating losses were only $174,000 (-0.6%) and
operating cash flow improved to a better $1.9 million (6.5%).

The turnaround reflects a number of expense control and revenue
enhancing initiatives, including:

   * bringing on board a new Chief Financial Officer;
   * enacting price increases and contractual improvements;
   * reducing the use of agency nurses; and
   * eliminating a number of non-essential positions.

While Moody's views this financial turnaround favorably, the
rating agency have some concern that operating losses may expand
due to the aforementioned issues with physicians, which threatens
volumes.

Weak Liquidity, Although Liquidity Levels And Ratios Have Improved
Since Fy 2002:

WCMH continues to report relatively thin liquidity levels, which
is a key credit concern.  As of February 28, 2005, unrestricted
cash and investments was a better, although low $10.3 million or
56.5 days cash on hand and resulting in 53% cash-to-debt.
Nonetheless, these levels are improvements from a low point of
$7.0 million (40.3 days) and 34% cash-to-debt at FYE 2002.
Financial improvement, improved accounts receivable management to
51 accounts receivable days at FYE 2004 from a high 81 days at
FYE 2002, and minimal liquidity expenditures drove the increase.

While Moody's recognize the improved balance sheet,  the rating
agency is concerned that volume pressures resulting from the
physician concerns could pressure cash flows and strain already
weak liquidity measures further.   Moreover, the need for
increased spending on emergency department renovations and
purchase of basic information system technology will pressure
WCMH's ability to add liquidity.

Finally, Moody's has concerns regarding WCMH's defined benefit
pension plan, which has a funded ratio of only 66% of projected
benefit obligations of $61.6 million.  In FY 2004, WCMH made an
employer contribution of $3.0 million to the pension plan; a
contribution of $3.6 million is expected in FY 2005.  Somewhat
balancing our concerns with the defined benefit pension plan, all
new WCMH employees are enrolled in a defined contribution plan,
which should help contain pension costs in the long-run.

Dominant Market Position Within Service Area:

Moody's views WCMH's dominant market presence in its service area
as a credit strength.  WCMH is located in Willimantic, CT in
southwestern Windham County.  WCMH has an approximately 59% market
share of a service area that includes Willimantic and surrounding
communities.  While these market share data are from FY 2002,
management does not believe a material shift in market share has
occurred.  Bolstering the dominant market share, WCMH benefits
from being located among bedroom communities between Storrs, CT
and Norwich, CT.

Somewhat offsetting the market position, WCMH faces competition in
a broader service area, primarily from Eastern Connecticut Health
Network's two hospitals - 56-bed Rockville General Hospital and
162-bed Manchester Memorial Hospital - and 179-bed William W.
Backus Hospital.  These facilities are located between 17 and 21
miles from 94-bed WCMH.  Additionally, WCMH views a threat from
physicians in key areas such as orthopedic outpatient
rehabilitation and radiology as potential competition in the
service area.

                    Key Ratios And Data

(Audited Windham Community Memorial Hospital, Inc. FY 2004
financial results; investment returns normalized at 6%):

   -- Admissions: 4,686

   -- Total Operating Revenues: $68.9 million

   -- Net Revenues Available for Debt Service,
      Adjusted: $4.1 million

   -- Days Cash on Hand: 54.7 days

   -- Debt-to-Cash flow: 7.02 times

   -- Maximum Annual Debt Service Coverage with Actual Investment
      Income as Reported: 2.16 times on MADS of $1.9 million

   -- Moody's Adjusted Maximum Annual Debt Service Coverage with
      Investment Income Normalized at 6%: 2.22 times on MADS
      of $1.9 million

   -- Total Debt Outstanding: $19.9 million

   -- Operating Cash-flow Margin: 4.9%

                             Outlook

The negative outlooks reflects Moody's concerns that operating
performance may take a downturn due to the recent issues with key
WCMH physicians, which have contributed to the downturn in
outpatient surgeries through five months FY 2005.  Moody's
recognizes WCMH's financial turnaround since FY 2003, however, and
if WCMH is successful in recruiting efforts and associated volumes
recover, a change in outlook may be warranted.

Moody's also note that while outpatient surgical volumes have
declined through the first five months of FY 2005, inpatient
admissions have increased during the period.


YUKOS OIL: Igor Chernov Appointed as CEO of Siberian Joint Venture
------------------------------------------------------------------
Mol Rt. of Hungary and OAO Yukos Oil Co. named Igor Chernov as
chief executive of their Siberian production venture after his
predecessor's arrest, Balazs Penz at Bloomberg News reports,
citing the daily Napi Gazdasag.  The previous CEO, Igor Vitke,
was detained in March 2005 on charges that the company pumped
more oil than its license allowed, the Napi said.

OAO Yukos and Mol Rt. each own a 50% interest in the venture.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


YUKOS OIL: Stipulation with Deutsche Bank Makes Appeal Null & Void
------------------------------------------------------------------
As previously reported, the Bankruptcy Court on Feb. 24, 2005,
granted Deutsche Bank AG's request to dismiss Yukos Oil
Company's Chapter 11 case.  On February 25, Yukos filed a request
for new trial and asked the Bankruptcy Court to stay the
Dismissal Order.  The Bankruptcy Court denied Yukos' request on
March 3.

Yukos appealed from the Bankruptcy Court's Dismissal Order to the
U.S. District Court for the Southern District of Texas.  Yukos
asked the Bankruptcy Court to impose a stay on the Dismissal
Order pending resolution of the appeal.  That request was again
denied.

Yukos turned to the District Court to impose the stay.  After
hearing arguments on March 9, 2005, District Court Judge Nancy F.
Atlas issued a memorandum opinion on March 18, denying Yukos'
request for a stay.

On March 22, 2005, Yukos announced that it's dropping its appeal.
Yukos determined to continue to pursue all legal means in other
forums to stop expropriation of assets by the Russian
Authorities.

Zack A. Clement, Esq., at Fulbright & Jaworski, LLP, in Houston
Texas, notes that the record in the appeal has not been assembled
by the clerk of court and the appeal has not been docketed
pursuant to Rule 8007(b) of the Federal Rules of Bankruptcy.
Thus, the appeal may be dismissed on the filing of a stipulation
of dismissal signed by all the parties pursuant to Bankruptcy
Rule 8001(c)(1).

Yukos and Deutsche Bank are the sole parties to the appeal.  The
parties stipulate that the appeal filed by Yukos is voluntarily
dismissed.

In accordance with the parties' stipulation, Judge Atlas
dismisses Yukos' appeal with each party to bear its own costs.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Sued by Yuganskneftegas for $2.2 Bil. Unpaid Deliveries
------------------------------------------------------------------
Torrey Clark at Bloomberg News reports that Yuganskneftegas is
suing Yukos Oil Company for RUR62.4 billion -- $2.2 billion -- to
recover payments for unpaid oil deliveries.  Yugansk asserts that
Yukos owes it payments for crude oil delivered from July to
December 2004.  The preliminary hearing has been set for
April 25, 2005, at The Moscow Arbitration Court.

Yukos is also facing a separate RUR141 billion suit -- $5 billion
-- initiated by the former unit before the Moscow Arbitration
Court for tax claims for the years 1999-2003, Interfax reports.
Yugansk is also seeking another RUR167 billion from Yukos and two
subsidiaries, Yukos EP and Yukos Moscow, for damages as a result
of "transactions with [Yugansk's] property" that occurred in
1999-2003, according to documents filed by Yugansk with the
Arbitration Court.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ZIFF DAVIS: Moody's Assigns B3 Rating to Planned $205M Rate Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Ziff Davis
Media Inc.'s proposed $205 million of first lien floating rate
notes due 2012.  Details of the rating action are:

Ratings assigned:

   * $205 million of first lien floating rate notes due 2012 -- B3

   * Senior implied rating -- Caa1

   * Speculative grade liquidity rating -- SGL2

The rating outlook is stable.

The ratings reflect:

   * the heavy burden of ZD's debt and preferred stock (which is
     exacerbated by double digit accretion rates);

   * its high leverage;

   * heightened debt service pressure which is expected after its
     subordinated debt turns cash pay in 2006;

   * the relatively poor performance of ZD's established
     operations during 2004; and

   * the decline in the circulation of some of its legacy consumer
     and computer game related titles.

Although a 2002 restructuring removed approximately $150 million
in debt from ZD's balance sheet, its current balance of debt and
preferred stock significantly exceeds levels recorded immediately
after the restructuring.

At closing (if successfully concluded), the company expects to
record leverage of over 8 times net debt to reported EBITDA,
representing a fully leveraged profile.  ZD's capital structure is
predominated by preferred stock obligations (largely held by
Willis Stein), which are mandatorily redeemable in 2010.
Adjusting for $815 million of mandatorily redeemable preferred
stock, leverage exceeds 30 times reported EBITDA.  For assessment
purposes, Moody's has ascribed basket B treatment to ZD's
preferred stock, resulting in 75% debt attribution.

The stable outlook reflects:

   * a more normalized operating environment for the magazine
     publishing sector;

   * a pick-up in IT budgets; and

   * increasing market acceptance and usage of Internet related
     applications, both of which fell short of expectations a few
     years ago.

Proceeds from the proposed first lien notes will be largely used
to retire ZD's current $169 million senior secured credit
facility.  Post closing, ZD will have no bank facility and will
rely upon cash and cash flow generation to meet its future funding
needs.

During 2004, ZD experienced a 5% improvement in revenues and a 1%
improvement in reported EBITDA over the prior year.  This revenue
growth resulted largely from the launch of new brands in ZD's
consumer tech group, as well as continued growth in its enterprise
group.  Nevertheless, circulation revenues declined during 2004,
impacted, in part, by a reduction in circulation of ZD's flagship
magazine, PC Magazine.  In addition, ZD experienced declines in
EBITDA in both its consumer tech group and its game group during
2004.

In light of the declining circulation of PC Magazine (ZD reduced
its rate base to 700,000 from 1,050,000 in January 2005), ZD's
growth prospects are largely tied to its non-traditional
businesses including Internet and e-commerce related lines and
newer product launches.

The Caa1 senior implied rating reflects Moody's view that the
majority preferred stockholder (Willis Stein) will take no action
which will jeopardize its controlling equity position.
Nevertheless, the rating recognizes that preferred stock interests
would receive poor recovery prospects in a distress scenario.
The rating on the proposed first lien notes are notched up from
the senior implied rating, in recognition of the asset protection
afforded to senior secured debt holders, and their ranking above a
very substantial amount of unrated subordinated debt and preferred
stock.

The assignment of a SGL-2 rating to ZD reflects a good liquidity
position characterized by positive free cash flows and cash
balances that are expected to internally fund its business plan
over the next twelve months.  However, in 2006, ZD's compounding
subordinated notes turn cash pay (the first payment occurs in
2007), largely consuming ZD's cash flow and potentially reducing
its liquidity cushion thereafter.  The SGL rating acknowledges
that the company will lack a committed liquidity facility should
unexpected events occur.

Given the high level of ZD's debt and preferred stock obligations,
ratings improvement is unlikely unless ZD is able to substantially
reduce the level of these obligations to more manageable
proportions.  In addition, an improvement in the performance of PC
Magazine and traction in ZD's newer business endeavors could also
assist ratings lift.  Ratings pressure could result if the sponsor
undertakes initiatives to monetize its investment in the company
or if revenue and earnings growth from new product launches does
not materialize as expected.

Headquartered in New York City, New York, Ziff Davis is a leading
integrated media company focusing on the technology, video game
and consumer lifestyle markets.  Total revenues for fiscal year
2004 were approximately $205 million.


* FTI Consulting Adds Two New Experts to FTI Palladium Partners
---------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
corporate finance/restructuring, forensic and litigation
consulting and technology, and economic consulting, disclosed two
new additions to FTI Palladium Partners, the interim management
practice within FTI Corporate Finance/Restructuring.  Joseph R.
Szmadzinski has joined the company as a senior managing director,
and Michael C. Buenzow, also a senior managing director, has
transferred to FTI Palladium Partners from the general Corporate
Finance/Restructuring practice.

Mr. Szmadzinski, who has over 25 years experience, will work with
the FTI Palladium Partners team to assist companies facing
financial or operational difficulties.  Based out of Chicago and
Detroit, Mr. Szmadzinski will work with companies to stabilize
operations, restore credibility and implement strategies to drive
long-term positive change.  Relevant to his new role at FTI
Palladium Partners, Mr. Szmadzinski held several notable C-suite
interim management positions including CEO of NetRegulus; and CIO
of Champion Enterprises, Hayes Lemmerz, GMAC, GeoLogistics and
Ryder System, among others.  He also served as a restructuring
director for several major clients including Fleet Securities and
WorldCom/MCI.  Most recently, he was president of IT Management
Resources, Inc. (ITMR), a Detroit, MI consulting company that
provides technology business planning, assessment, executive
consulting and project quality assurance.

Prior to his experience at ITMR, Mr. Szmadzinski was a Principal
at AlixPartners, LLC for 6 years and president of The System
Advisory Group, both located in Detroit.  Mr. Szmadzinski was also
previously CEO of Edcor Data Services, a Detroit-based outsourcing
firm, and consulting partner at both KPMG in Philadelphia and
Coopers & Lybrand (PwC) in Chicago and Detroit.  Mr. Szmadzinski
is a Certified IT Practitioner (CDP) and fellow of the AIIE.  He
received his BS at Grand Valley State University and studied for
his MBA at the University of Michigan.

Mr. Buenzow, who has over 18 years of experience, will transfer
into the FTI Palladium Partners' practice.  In this role, he will
work with the stakeholders of underperforming companies - in
interim management positions - to quickly stabilize relations with
customers, vendors, lenders, shareholders and employees.  He is
currently serving as the interim CEO of Bush Industries, a $350
million diversified furniture manufacturer that is a leading
supplier to major "big Box" retailers.  Bush has approximately
2,500 employees at 15 facilities in the U.S., Mexico, Germany and
China.  His operational turnaround efforts at Bush Industries have
included a refinancing, a recapitalization transaction, major
expense reductions, asset sales and the development of a China-
based international sourcing organization that oversees the
manufacture and delivery of both finished goods and component
parts.

Prior to joining FTI Consulting in 2002, Mr. Buenzow spent 13
years at PricewaterhouseCoopers where he was a partner in the
Business Recovery Services practice.  He has experience in a broad
range of industries, including manufacturing, automotive, discount
retail, specialty retail, grocery, transportation, construction
and paper.  Mr. Buenzow received his MBA from the University of
Notre Dame and his BBA from Niagara University.  He will continue
to work out of FTI Consulting's Chicago office.

Commenting on the new appointments, Jack Dunn, president and chief
executive officer, said, "We are pleased to welcome Joe and
Michael, two highly talented individuals.  The knowledge and
experience Joe has gained from serving as an interim management
advisor on diverse engagements is a great complement to the FTI
Palladium."

"Similarly," Mr. Dunn continued, "Michael's proven experience and
success in his current interim position at Bush Industries
demonstrates the credentialed expertise provided to clients by
FTI.  In a rapidly changing business environment, we value the
expertise that both professionals will provide in helping troubled
businesses implement turnaround initiatives and in maximizing
value for the shareholders of these companies."

                     About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic and litigation consulting and technology, and economic
consulting.  Located in 24 of the major U.S. cities, London and
Melbourne, FTI's total workforce of approximately 1,000 employees
includes numerous PhDs, MBAs, CPAs, CIRAs, CFEs, and technologists
who are committed to delivering the highest level of service to
clients.  These clients include the world's largest corporations,
financial institutions and law firms in matters involving
financial and operational improvement and major litigation.


* Paul Hastings Expands Global Reach with New Milan Office
----------------------------------------------------------
Paul, Hastings, Janofsky & Walker, LLP, a leading international
law firm, disclosed the opening of an office in Milan, Italy.  The
new office, which will officially open in early May, will be the
firm's 17th office around the world.

The firm also announced that Roberto Cornetta, previously managing
partner at Norton Rose and Bruno Cova, former Lead Counsel to the
Extraordinary Commissioner working on the restructuring of
Parmalat, will be joining the office as partners.

"The opening of an office in Italy, the fourth largest economy in
Europe, is the next important step in expanding our global
footprint," Seth Zachary, Chairman of Paul Hastings.  "Over the
past several years, we have replicated our Asian growth strategy
in Europe, opening offices in London, Paris and Brussels, and
building strong European transaction and litigation capabilities
in order to serve the growing needs of our clients."

"An office in Milan, the financial center of Italy, will further
enhance our ability to serve these clients whose business
continues to become more global in scope," said Mr. Zachary.
"Roberto Cornetta and Bruno Cova are excellent attorneys who
understand the business landscape in Italy and have a strong grasp
of what it takes to help us succeed in Europe."

Roberto Cornetta served as managing partner of Norton Rose Italy
specializing in banking, finance, and M&A.  As managing partner,
Mr. Cornetta started the Italian practice in 2000 and grew it to a
full service practice of 55 English and Italian qualified lawyers
practicing in Milan and Rome.  Mr. Cornetta represented a number
of banks funding major privatization as well as PPP projects. Over
the years Roberto has served clients in the aviation, real estate
and service industries.

Bruno Cova is a senior corporate attorney experienced in private
practice and in several in-house counsel positions.  He has been
General Counsel of Fiat, a EUR 60 billion Fortune 100 company,
Chief Compliance Officer of EBRD, and General Counsel of Eni's
Exploration & Production Division, the energy company's core
business which has a EUR 12 billion turnover.

Paul, Hastings, Janofsky & Walker LLP, founded in 1951, is an
international law firm, representing Fortune 500 companies with
more than 1,000 attorneys located in 17 offices: Atlanta, Beijing,
Brussels, Hong Kong, London, Los Angeles, Milan, New York, Orange
County, Palo Alto, Paris, San Diego, San Francisco, Shanghai,
Stamford, Tokyo and Washington, DC.


* BOND PRICING: For the week of April 4 - April 8, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc                         11.000%  04/01/10    49
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     6
Advanced Access                       10.750%  06/15/11    74
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08    31
Allied Holdings                        8.625%  10/01/07    73
Amer. Color Graph.                    10.000%  06/15/10    68
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    63
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    67
American Airline                       7.379%  05/23/16    66
American Airline                       8.839%  01/02/17    73
American Airline                       8.800%  09/16/15    74
American Airline                       9.070%  03/11/16    72
American Airline                      10.180%  01/02/13    74
American Airline                      10.190%  05/26/16    73
American Airline                      10.600%  03/04/09    70
American Airline                      10.610%  03/04/11    67
American Airline                      11.000%  05/06/15    75
AMR Corp.                              4.500%  02/15/24    74
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.000%  09/15/16    75
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    64
AMR Corp.                              9.800%  10/01/21    65
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    63
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    65
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.450%  11/15/11    56
AMR Corp.                             10.550%  03/12/21    57
Anadigics                              5.000%  10/15/09    69
Anvil Knitwear                        10.875%  03/15/07    64
Apple South Inc.                       9.750%  06/01/06    17
Armstrong World                        9.000%  06/15/04    70
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06     5
ATA Holdings                          12.125%  06/15/10    44
ATA Holdings                          13.000%  02/01/09    45
Atherogenics Inc.                      1.500%  02/01/12    74
Atlantic Coast                         6.000%  02/15/34    22
Atlas Air Inc.                         9.702%  01/02/08    51
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    11
Bank New England                       9.500%  02/15/96     6
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Inds.                       7.250%  08/01/27     6
Burlington Inds.                       7.250%  09/15/05     6
Burlington Northern                    3.200%  01/01/45    60
Calpine Corp.                          4.750%  11/15/23    68
Calpine Corp.                          7.750%  04/15/09    66
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    67
Calpine Corp.                          8.625%  08/15/10    67
Calpine Corp.                          8.750%  07/15/07    75
Calpine Corp.                          8.750%  07/15/13    74
Chic East ILL RR                       5.000%  01/01/54    55
Collins & Aikman                      12.875%  08/15/12    46
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Cone Mills Corp.                       8.125%  03/15/05    10
CoreComm. Limited                      6.000%  10/01/06     5
Covad Communicat                       3.000%  03/15/24    71
Curagen Corp.                          4.000%  02/15/11    73
Delta Air Lines                        2.875%  02/18/24    39
Delta Air Lines                        7.299%  09/18/06    61
Delta Air Lines                        7.711%  09/18/11    55
Delta Air Lines                        7.779%  01/02/12    48
Delta Air Lines                        7.900%  12/15/09    36
Delta Air Lines                        7.920%  11/18/10    55
Delta Air Lines                        8.000%  06/03/23    36
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    31
Delta Air Lines                        8.540%  01/02/07    74
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.540%  01/02/07    68
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.950%  01/12/12    61
Delta Air Lines                        9.000%  05/15/16    32
Delta Air Lines                        9.200%  09/23/14    42
Delta Air Lines                        9.250%  03/15/22    31
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    31
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  08/15/08    48
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.060%  01/02/16    48
Delta Air Lines                       10.125%  05/15/10    37
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    42
Delta Air Lines                       10.375%  12/15/22    31
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  03/26/14    37
Delta Air Lines                       10.790%  03/26/14    71
Delta Air Lines                       10.790%  03/26/14    34
Delta Mills Inc.                       9.625%  09/01/07    48
Delphi Auto Syst                       7.125%  05/01/29    75
Delphi Trust II                        6.197%  11/15/33    51
Diva Systems                          12.625%  03/01/08     1
Dura Operating                         9.000%  05/01/09    74
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle-Picher Inc.                      9.750%  09/01/13    70
Eagle Food Center                     11.000%  04/15/05     4
Edison Brothers                       11.000%  09/26/07     0
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    32
Enron Corp.                            6.500%  08/01/02    30
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    31
Enron Corp.                            6.725%  11/17/08    32
Enron Corp.                            6.750%  09/01/04    32
Enron Corp.                            6.750%  09/15/04    33
Enron Corp.                            6.750%  07/01/05     0
Enron Corp.                            6.750%  08/01/09    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            6.950%  07/15/28    30
Enron Corp.                            7.000%  08/15/23    33
Enron Corp.                            7.125%  05/15/07    31
Enron Corp.                            7.375%  05/15/19    31
Enron Corp.                            7.625%  09/10/04    31
Enron Corp.                            7.875%  06/15/03    34
Enron Corp.                            8.375%  05/23/05    32
Enron Corp.                            9.125%  04/01/03    33
Enron Corp.                            9.875%  06/15/03    30
Epic Resorts LLC                      13.000%  06/15/05     2
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.160%  03/06/03    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    28
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    43
Fleming Cos. Inc.                     10.125%  04/01/08    35
Flooring America                       9.250%  10/15/07     0
Foamex L.P.                            9.875%  06/15/07    50
Ford Motor Cred                        5.900%  02/20/14    72
Fruit of the Loom                      8.875%  04/15/06     0
GMAC                                   5.250%  01/15/14    75
GMAC                                   5.350%  01/15/14    74
GMAC                                   5.900%  12/15/13    75
GMAC                                   5.900%  01/15/19    67
GMAC                                   5.900%  01/15/19    72
GMAC                                   5.900%  10/15/19    72
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    66
GMAC                                   6.000%  02/15/19    67
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    64
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  04/15/19    66
GMAC                                   6.000%  09/15/19    72
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.050%  08/15/19    70
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  10/15/19    71
GMAC                                   6.100%  09/15/19    71
GMAC                                   6.125%  10/15/19    68
GMAC                                   6.150%  08/15/19    71
GMAC                                   6.150%  09/15/19    68
GMAC                                   6.150%  10/15/19    69
GMAC                                   6.200%  04/15/19    69
GMAC                                   6.250%  01/15/19    74
GMAC                                   6.250%  04/15/19    70
GMAC                                   6.250%  05/15/19    72
GMAC                                   6.250%  07/15/19    73
GMAC                                   6.300%  10/15/13    74
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.300%  08/15/19    72
GMAC                                   6.350%  04/15/19    69
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.350%  07/15/19    72
GMAC                                   6.400%  12/15/18    72
GMAC                                   6.400%  11/15/19    70
GMAC                                   6.400%  11/15/19    73
GMAC                                   6.500%  06/15/18    68
GMAC                                   6.500%  11/15/18    72
GMAC                                   6.500%  12/15/18    74
GMAC                                   6.500%  05/15/19    67
GMAC                                   6.500%  01/15/20    67
GMAC                                   6.500%  02/15/20    73
GMAC                                   6.550%  12/15/19    71
GMAC                                   6.600%  05/15/18    70
GMAC                                   6.600%  06/15/19    75
GMAC                                   6.650%  06/15/18    70
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.700%  06/15/18    65
GMAC                                   6.700%  11/15/18    73
GMAC                                   6.750%  09/15/16    74
GMAC                                   6.750%  07/15/18    66
GMAC                                   6.750%  09/15/18    72
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  05/15/19    73
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.800%  09/15/18    72
GMAC                                   6.850%  05/15/18    74
GMAC                                   6.875%  07/15/18    71
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    73
GMAC                                   7.000%  05/15/17    71
GMAC                                   7.000%  03/15/18    74
GMAC                                   7.000%  08/15/18    73
GMAC                                   7.000%  09/15/21    71
GMAC                                   7.000%  06/15/22    71
GMAC                                   7.000%  11/15/23    67
GMAC                                   7.000%  11/15/24    73
GMAC                                   7.000%  11/15/24    68
GMAC                                   7.000%  11/15/24    75
GMAC                                   7.150%  09/15/18    73
GMAC                                   7.400%  02/15/21    73
Golden Books Pub.                     10.750%  12/31/04     1
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    73
Graftech Int'l                         1.625%  01/15/24    72
GST Network Funding                   10.500%  05/01/08     0
Guilford Pharma                        5.000%  07/01/08    74
HNG Internorth.                        9.625%  03/15/06    32
Icon Health & Fit                     11.250%  04/01/12    71
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    74
Inland Fiber                           9.625%  11/15/07    48
Intermet Corp.                         9.750%  06/15/09    55
Intermune Inc.                         0.250%  03/01/11    72
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    13
Iridium LLC/CAP                       13.000%  07/15/05    15
Iridium LLC/CAP                       14.000%  07/15/05    12
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Kmart Corp.                            6.000%  01/01/08    16
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Funding                          8.800%  07/01/10    75
Kmart Funding                          9.440%  07/01/18    40
Kulicke & Soffa                        0.500%  11/30/08    72
Lehman Bros. Holding                   6.000%  05/25/05    60
Lehman Bros. Holding                   7.500%  09/03/05    54
Level 3 Comm. Inc.                     2.875%  07/15/10    51
Level 3 Comm. Inc.                     6.000%  09/15/09    52
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    66
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     8
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     5
Metamor Worldwide                      2.940%  08/15/04     1
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    49
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    60
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    72
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    61
Northwest Airlines                     8.070%  01/02/15    59
Northwest Airlines                     8.130%  02/01/14    62
Northwest Airlines                     8.700%  03/15/07    72
Northwest Airlines                     9.875%  03/15/07    74
Northwest Airlines                    10.000%  02/01/09    62
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    30
Oakwood Homes                          8.125%  03/01/09    25
O'Sullivan Ind.                       13.375%  10/15/09    34
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    54
Oscient Pharm                          3.500%  04/15/11    74
Outboard Marine                        9.125%  04/15/17     1
Owens Corning                          7.500%  08/01/18    75
Owens Corning Fiber                    8.875%  06/01/02    65
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    57
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    57
Pegasus Satellite                     12.500%  08/01/07    60
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    65
Penn Traffic Co.                      11.000%  06/29/09    27
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Piedmont Aviat                        10.300%  03/28/06     7
Piedmont Aviat                        10.350%  03/28/12     0
Pixelworks Inc.                        1.750%  05/15/24    73
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     1
Portola Packaging                      8.250%  02/01/12    75
Primedex Health                       11.500%  06/30/08    46
Primus Telecom                         3.750%  09/15/10    48
Primus Telecom                         8.000%  01/15/14    71
Psinet Inc                            10.000%  02/15/05     0
Railworks Corp.                       11.500%  04/15/09     1
Radnor Holdings                       11.000%  03/15/10    72
Read-Rite Corp.                        6.500%  09/01/04    51
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    57
S3 Inc.                                5.750%  10/01/03     0
Safeguard Scient                       2.625%  03/15/24    68
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    62
Silverleaf Res.                       10.500%  04/01/08     0
Solectron Corp.                        0.500%  02/15/34    59
Specialty Paperb.                      9.375%  10/15/06    75
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    36
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     1
Tower Automotive                       5.750%  05/15/24    20
Triton PCS Inc.                        8.750%  11/15/11    68
Triton PCS Inc.                        9.375%  02/01/11    69
Tropical SportsW                      11.000%  06/15/08    53
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08    16
United Air Lines                       6.932%  09/01/11    50
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    38
United Air Lines                       8.030%  07/01/11    15
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.060%  09/26/14    46
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     9
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    41
United Air Lines                      10.110%  02/19/06    38
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     9
United Air Lines                      11.210%  05/01/14     8
Univ. Health Services                  0.426%  06/23/20    62
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/08     3
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Inc.                        7.960%  01/20/18    48
US Airways Pass.                       6.820%  01/30/14    40
Venture Hldgs                          9.500%  07/01/05     1
Werner Holdings                       10.000%  11/15/07    70
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    55
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     12.500%  04/15/08     0
Winstar Comm Inc.                     10.000   03/15/08     1
World Access Inc.                     13.250%  01/15/08     4
World Access Inc.                      4.500%  10/01/02     7
Xerox Corp.                            0.570%  04/21/18    50

                          *********

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 ***