TCR_Public/050420.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, April 20, 2005, Vol. 9, No. 92      

                          Headlines

422 CORPORATION: Voluntary Chapter 11 Case Summary
ACCRA COMMUNICATIONS: Case Summary & 20 Largest Unsecured Cred.
ACT TELECONFERENCING: Auditors Express Going Concern Doubt
ADELPHIA COMMS: Cablevision Hikes Bid to $17.1 Billion
ADELPHIA COMMS: Creditors Comm. Hires Weiser as Tax Consultants

ALLIANT TECHSYSTEMS: S&P Rates Proposed $270M Term Loan at BB
AMARIN CORP: PwC Raises Going Concern Doubt Over Lack of Financing
AMES DEPARTMENT: Wants Solicitation Period Stretched to Oct. 28
ANTONIO FIGUEROA: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG WORLD: Files Annual Report on Hourly-Paid Employees Plan

AXEDA SYSTEMS: KPMG Expresses Going Concern Doubt in Annual Report
BARSTOW COUNTRY: Golf Course Operator's Case Converts to Chapter 7
BC SECURITY: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Moody's Rates Classes M-7 & M-8 Certs. at Low-B
BENJAMIN KREIDER: Case Summary & 20 Largest Unsecured Creditors

BOMBARDIER INC: S&P Confirms Ratings After Annual Results Review
CARDIAC SERVICES: Gets Interim Order to Use GECC's Cash Collateral
CARDIAC SERVICES: Files Schedules of Assets & Liabilities
CATHOLIC CHURCH: Esposito Can Represent Spokane Tort Committee
CENDANT MORTGAGE: Fitch Upgrades & Affirms 6 Mortgage Certificates

CENVEO INC: Likely Sale Prompts S&P to Review Ratings
CHASE MORTGAGE: Fitch Affirms Low-B Ratings on Two Trust Issues
CKE RESTAURANTS: Restated Financials Alter Lease Accounting
CORNERSTONE PROPANE: Changes Name to Titan Propane with HQ in Ky.
D & K STORES: Case Summary & 20 Largest Unsecured Creditors

DELTA AIR: S&P Junks Selected Debt Issues After Review
DYNEGY HOLDINGS: Settlement Prompts Fitch to Hold Junk Ratings
E*TRADE FINANCIAL: Stephen H. Willard Joins Board of Directors
EQUIFIRST MORTGAGE: Moody's Rates $7.68M Class B-1 Certs. at Ba1
EXPANKO CORK: Case Summary & 20 Largest Unsecured Creditors

FC CBO: S&P Confirms B+ Rating on Class B Notes
FEDERAL-MOGUL: CCR Wants Quigley Company Included in Settlement
FRANCISCO SANTIAGO: Case Summary & 13 Largest Unsecured Creditors
GEORGIA GULF: Good Financial Profile Cues S&P to Hold Ratings
GS MORTGAGE: S&P Rates $1 Million Class K-PR Certs. at BB+

HAWAIIAN TELCOM: S&P Rates $550 Million Senior Notes at B-
HAYES LEMMERZ: Posts $62.3 Million Net Loss for Fiscal Year 2004
HAYES LEMMERZ: Names Christine Sweda as Director of Taxes
HOLLYWOOD ENTERTAINMENT: Moody's Confirms Low-B Ratings
HUFFY CORP: Hires Ernst & Young to Provide Tax Services

INDOSUEZ CAPITAL: Moody's May Upgrade Low-B Ratings After Review
KAISER ALUMINUM: Law Debenture Balks at Liquidating Plans
KAISER ALUMINUM: Cuts Spokane Revenue Bond Escrow to $2.3 Mil.
KEYSTONE CONSOLIDATED: Midco Parties Want Rule 2004 Conducted
KINETIC CONCEPTS: Moody's Lifts Ratings Due to Decreased Leverage

LE NATURE'S: Poor Performance Cues S&P to Junk Subordinated Debt
LIFEPOINT HOSPITALS: Province Healthcare Tender Offer Expires
LONE STAR: Earns $38.9 Million of Net Income in First Quarter
LOOK COMMS: Will Use Stock to Make Interest Payment on Debentures
LUNN 119TH LLC: Case Summary & 26 Largest Unsecured Creditors

MED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 Cases
MERRILL LYNCH: Moody's Puts Ba2 Rating on $25.64M Class B-5 Certs.
MIRANT CORP: SEC Says Injunction Should be a Separate Election
MIRANT CORP: Equity Committee Wants to Investigate Purchase Offers
MIRANT CORP: Court Approves Cowlitz County Settlement Agreement

MIRANT CORP: Asks Court to Okay Wrightsville Sale Bidding Protocol
MOVIE GALLERY: Canadian Unit Extends VHQ Ent. Offer Until May 16
MOVIE GALLERY: Moody's Assigns Low-B Ratings to Senior Debts
MOVIE GALLERY: S&P Rates Proposed $325 Mil. Sr. Unsec. Notes at B-
MUTUAL PROTECTIVE: AM Best Cuts Financial Strength Ratings to C++

MUZAK HOLDINGS: Posts $16.1 Million Net Loss in Fourth Quarter
NATIONAL EQUIPMENT: Unwilling to Pay Cure Amount for CIT Lease
NATIONS OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
NAVARRE CORP: Moody's Rates $165 Mil. Senior Secured Debts at B2
NEOGENOMICS INC: Dec. 31 Balance Sheet Upside-Down by $426,655

NUTRAQUEST INC: Has Until Oct. 11 to Remove State Court Actions
ORMET CORP: Steelworkers Sue Affiliates for Unfair Labor Practices
OWENS CORNING: Wants Until Dec. 5 to Make Lease-Related Decisions
PARK PLACE: Moody's Places Ba1 Rating on $30.4M Class M-10 Certs.
PEDRO ZAYAS: Case Summary & Largest Unsecured Creditor

PEGASUS SATELLITE: Wants to Dispose of De Minimis Property
PONDERSOSA PINE: Case Summary & 6 Largest Unsecured Creditors
PORT TOWNSEND: Liquidity Concerns Cue S&P to Lower Ratings to B-
PROFESSIONAL AIRCRAFT: Case Summary & 20 Largest Creditors
PROLONG INT'L: Auditors Express Going Concern Doubt in Form 10-K

PURADYN FILTER: Funding Failure Prompts Going Concern Doubt
QUANTA CAPITAL: Appoints Mark Cloutier as Chief Claims Officer
RAMP SERIES 2004-RZ4: Moody's Rates $2.8M Class B Certs. at Ba2
RASC SERIES 2004-KS2: Moody's Rates $5.5M Class B Certs. at Ba1
RAVENEAUX LTD: U.S. Trustee Appoints 6-Member Creditors Committee

RAVENEAUX LTD: Gets Interim Authority to Use Cash Collateral
RF MICRO: Decline in Earnings Prompts S&P's Negative Outlook
SAKS INC: 10-K Filing Failure Prompts S&P to Cut Rating to B+
SCOBEE FOODS: Voluntary Chapter 11 Case Summary
SR TELECOM: Will Swap 8.15% Debentures for New Notes & Stock

TECO AFFILIATES: Court Confirms Pre-Packaged Reorganization Plan
TERWIN MORTGAGE: Moody's Rates Classes B-3 & B-4 Certs. at Ba2
VISTA GOLD: Buying Awak Mas Indonesian Gold Deposit for $1.5 Mil.
WEST CENTRAL: S&P Hacks Rating on $12.6M Series 1984 Bonds to B
WINDMILL PONDS: Case Summary & Largest Unsecured Creditor

WINGS DIGITAL: Case Summary & 20 Largest Unsecured Creditors
YOUNG BROADCASTING: Dwindling Cash Cushion Cues S&P to Cut Rating

* McLean & Kerr Welcomes Elaine Gray & Jon Venutti to Team
* Three Prominent IP Attorneys Join Chadbourne & Parke as Partners

* Upcoming Meetings, Conferences and Seminars

                          *********

422 CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 422 Corporation
        PMB 442
        2135 Carr 2 - Suite 15
        Bayamon, Puerto Rico 00959

Bankruptcy Case No.: 05-03276

Type of Business: Office Maintenance and Landscaping, General
                  Contractor, Painting, Roof Sealing &
                  Exterminating Services.

Chapter 11 Petition Date: April 14, 200

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte

Debtor's Counsel: Charles A. Cuprill, Esq.
                  Law Offices of Charles A. Cuprill
                  356 Calle Fortaleza, Second Floor
                  San Juan, Puerto Rico 00901
                  Tel: (787) 977-0515

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

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


ACCRA COMMUNICATIONS: Case Summary & 20 Largest Unsecured Cred.
----------------------------------------------------------------
Debtor: Accra Communications Group, Inc.
        10940 Bigge Street
        San Leandro, California 94577

Bankruptcy Case No.: 05-41989

Type of Business: The Debtor is a privately held diversified
                  communications and electrical contractor  
                  company.  ervices include design, EF&I for
                  voice, data, CATV and communications.
                  See http://www.accracommunications.com/

Chapter 11 Petition Date: April 19, 2005

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  Law Offices of Ruth Elin Auerbach
                  711 Van Ness Avenue #440
                  San Francisco, California 94102
                  Tel: (415) 673-0560

Total Assets: $595,700

Total Debts:  $1,046,012

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rexel DataCom                 Value of security:         $68,000
1940 Fairway Drive            $220,000
San Leandro, CA 94577

Internal Revenue Service                                 $60,000
Special Procedures
1301 Clay St., Stop 1400S
Oakland, CA 94612-5210

IBEW/Sound & Communication                               $50,000
Trust
P. O. Box 5057
San Jose, CA 95150

Communications Supply Corp.                              $43,183

Alameda County Industries                                $35,000


State Board of Equalization                              $20,000

Employment Development Dept.                             $15,000

State Compensation                                       $14,000
Insurance Fund

First Bank Card                                          $13,000

All American Rentals                                     $11,280

Seagate Properties, Inc.                                 $10,500

Combase Security                                          $7,800

Home Depot                                                $5,000

AICCO Inc.                                                $4,500

Ferguson & Associates                                     $2,500

Franchise Tax Board                                       $1,200

Arrow Wire & Cable                                        $1,200

Gusman & Associates                                       $1,100

Builders Exchange of                                        $800
Alameda Co.

Dun & Bradstreet                                            $597


ACT TELECONFERENCING: Auditors Express Going Concern Doubt
----------------------------------------------------------
ACT Teleconferencing, Inc. (Nasdaq: ACTT), an independent
worldwide provider of audio, video and web-based conferencing
products and services, reported results for the fourth quarter and
fiscal year ended as of December 31, 2004.

                    Achievement of 2004 Goals

Last year, the Company realigned itself to achieve future
profitability by implementing major cost reductions and becoming
more efficient.  In 2004, these tasks were completed:

     *  Decreased headcount by 8%
     *  Reorganized executive management team
     *  Reduced operating costs by approximately $5 million

Also, the Company reorganized into global functional teams
including Finance, Operations, Technology and Sales & Marketing to
drive revenue growth, obtain operating efficiencies, and achieve
cost reductions.  The Company reorganization will reduce headcount
by an additional 10% and is expected to save over $3 million
annually.

                   Other 2004 Accomplishments
   
In addition to reducing costs, the Company also grew audio
revenues and volumes, another essential element in repositioning
the Company.  The table illustrates revenue and volume growth in
the Company's audio business for 2004:

     *  Global platform revenue grew 33%
     *  Volumes on global platform increased 77%
     *  Total audio volumes increased by 25%
     *  Reserved conferencing volumes improved 4%
     *  Reservationless conferencing volumes increased 38%

Chief Executive Officer Gene Warren stated, "When I accepted this
position as CEO, I made a commitment to our shareholders to do
everything I could to turn the Company around.  I am pleased with
our progress to realign the Company for profitability.  Last year,
we accomplished two very important tasks.  We reduced our net loss
available to shareholders by $4.5 million before restructure and
impairment charges, and increased global audioconferencing volumes
by 77% and revenues by 33%.  Now, the Company is positioned for
profitability, even if our revenue remains flat. But our sales
team is committed to grow revenue in 2005."

          2004 Year-end Results Before Impairment Charges
  
Consolidated revenue for 2004 decreased by 4% to $53.5 million.  
The revenue decrease was due to reduced demand for the Company's
videoconferencing services, which is consistent with industry
trends, as well as price erosion in the United Kingdom.  The
Company continues to focus on increasing attended audio services
to grow revenue.

Cost of services decreased by 7% to $33.3 million compared to
$36 million in 2003.  Gross profit increased by $438,000 to
$20.2 million compared to $19.8 million in 2003.  Gross profit as
a percentage of revenue increased to 38% compared to 35% for the
prior year.

The Company's 2004 operating loss and net loss, excluding
restructure and impairment charges, were significantly reduced.  
Operating loss, excluding charges, was reduced by 56% to
$(2.0) million compared to 2003's loss of $(4.6) million.  Net
loss, excluding charges, decreased by 44% to $(4.7) million from
$(8.5) million in 2003.

Before restructure and impairment charges, the 2004 net loss
available to common shareholders was reduced by 49% to
$(4.7) million from a 2003 loss of $(9.2) million.

In 2004, earnings before interest, taxes, depreciation,
amortization and restructure and impairment charges (adjusted
EBITDA) increased by 422% to $3.6 million over 2003's EBITDA of
$0.8 million.  

                       Going Concern Doubt

The report regarding the Company's financial statements for the
year ended December 31, 2004, delivered by Hein & Associates, LLP,
the Company's independent registered public accounting firm,
expressed a view that the Company's recurring losses from
operations, the excess of the Company's total liabilities over its
total assets, and the Company's breach of debt covenants raise
substantial doubt about the Company's ability to continue as a
going concern.

As previously reported, the Company is evaluating all strategic
alternatives, including recapitalization, and sale of all or part
of the Company.  Completing this task is critical, as it will
eliminate the Company's high interest debt and the covenants
restricting growth.  "We are continuing to take steps to address
our financial situation.  Right now, we are exploring all of our
strategic options to improve the balance sheet," said Mr. Warren.
"We believe we can successfully address the issues noted in our
accounting firm's opinion."

                  Impairment and Other Charges

Charges relating to the 2004 realignment, impairment of long-lived
assets, and goodwill totaled $16.4 million.  These charges
included $1.8 million for restructuring, $1.1 million for
impairment of assets, and $13.6 million for goodwill.

                        About the Company

Established in 1990, ACT Teleconferencing, Inc. --
http://www.acttel.com/-- is a leading independent worldwide  
provider of audio, video and web-based conferencing products and
services to corporations, educational organizations, and
governments worldwide.  ACT is the only conferencing company with
integrated global audio and videoconferencing platforms that
provide uniform international services, customized uniform
billing, managed services, and local language services.  The
Company's headquarters are located in Denver, Colorado, with
operations in Australia, Belgium, Canada, France, Germany, Hong
Kong, the Netherlands, Singapore, the U.K. and the U.S., and
virtual locations in Japan, China, Taiwan, Indonesia, Spain,
Sweden, Switzerland, Russia, Poland and South Africa.  


ADELPHIA COMMS: Cablevision Hikes Bid to $17.1 Billion
------------------------------------------------------
By increasing its bid to $17.1 billion, Cablevision Systems Corp.
is showing Time Warner Inc. and Comcast Corp. that it's a serious
contender for Adelphia Communications Corp.

According to The Wall Street Journal, Cablevision's improved offer
"threatens to upset" Time Warner and Comcast's position as the
favored winner of the auction.

Early this month, Cablevision submitted an 11th hour bid of
$16.5 billion in cash for ACOM's assets.  But that bid wasn't
really taken seriously.  A person familiar with the situation had
informed the Journal that Cablevision's $16.5 billion offer was
contained in one-page letter, with no financial details or
commitments.

The alliance of Time Warner and Comcast, on the other hand, has
reached a tentative agreement with ACOM creditors to buy ACOM's
assets for slightly more than $17.6 billion -- $12.5 billion in
cash and roughly $5.1 billion in stock.

Peter Grant, writing for the Journal, reports that the terms of
Cablevision's latest bid, made late last week, aren't available.  
But it's expected that it will be mostly in cash, Mr. Grant
relates.

The newspaper notes that some creditors have been trying to
persuade Time Warner and Comcast "to include a guarantee in their
offer that the stock wouldn't fall below a certain value."  They
haven't been successful.

Mr. Grant's sources disclose that "Time Warner and Comcast had
been hoping that [the Bankruptcy Court] would approve this week a
breakup fee of $250 million to $500 million that [ACOM] would pay
Time Warner and Comcast if their deal doesn't go through."

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  


ADELPHIA COMMS: Creditors Comm. Hires Weiser as Tax Consultants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Adelphia
Communications Corporation and its debtor-affiliates' Chapter 11
cases asks the U.S. Bankruptcy Court for the Southern District of
New York for authority to retain Weiser LLP as its tax and
intercompany transaction consultants, nunc pro tunc to March 22,
2005.

In a January 2005 Amendment to their Schedules of Liabilities, the
Debtors listed the gross and net intercompany claim amounts owed
by and among them, as determined from a review of their books and
records.  That review was conducted, and the figures used in the
Schedules Amendment were determined, by ACOM employees and ACOM's
auditor, PricewaterhouseCoopers.

Pursuant to the Schedules Amendment, the Debtors reserve "all of
their rights with respect to intercompany balances," including
the appropriate treatment of those balances as claims, equity or
otherwise.  Since the Creditors Committee cannot take the
Debtors' conclusions at face value, it wants to undertake an
independent analysis of the Debtors' work and conclusions,
according to Adam L. Shiff, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York.

To enable the Creditors Committee to understand and to evaluate
more fully the Debtors and PwC's work with regard to the
intercompany transactions, and to formulate its own position of
those transactions, the Committee believes it requires the
services of Weiser.

Stuart A. Gollin, a partner at Weiser, tells the Court that the
firm has experience in general accounting, auditing, and tax
work, as well as specialized experience in understanding and
accounting for intercompany transactions in large bankruptcy
cases.  The firm's partners and employees have performed
extensive work analyzing the intercompany transactions in other
significant matters, Mr. Gollin says.

Analysis of the intercompany transactions, Mr. Shiff notes,
involves extremely complex accounting issues, making it difficult
for the Creditors Committee to analyze the issues without the
assistance of accounting professionals capable of interacting
with the Debtors' accounting staff.  Moreover, Mr. Shiff
continues, an analysis and understanding of the tax implications
attendant to each alternative plan scenario is essential to the
Committee's formulation of its position with respect to the
proposal of any plan of reorganization.

As consultants, Weiser will provide:

    a. analysis of tax issues affecting or potentially affecting
       the Debtors' bankruptcy cases, including in connection with
       any potential sale of the Debtors or substantially all of
       the Debtors' assets or a stand-alone plan of
       reorganization;

    b. analysis of the appropriateness of the Debtors'
       intercompany transaction liability schedules, including the
       Schedules Amendment; and follow-up services as requested by
       the Committee;

    c. analysis of particular intercompany transactions, as deemed
       necessary by the Committee, including potential causes of
       action for avoidance and recovery of preferential transfers
       and fraudulent conveyances between the Debtor entities; and

    d. certain litigation support and expert testimony, if
       necessary.

Mr. Gollin points out that Weiser's function will not initially
be to reconstruct the Debtors' intercompany accounting records.
Rather, the firm will perform an objective review of and advise
the Creditors Committee with respect to the Debtors' work product
concerning their reconstruction of their accounting records, as
well as advise the Committee with respect to certain specific
intercompany transactions, as deemed necessary by the Committee
in the pursuit of its fiduciary duties.

Weiser will be paid based on its current standard hourly rates:

          Partners                      $425 - $475
          Managers                      $275 - $325
          Seniors/Supervisors           $225 - $275
          Accounting Technicians        $125 - $200

As previously reported, the Creditors Committee retained Neilson
Elggren LLP to perform forensic accounting and other
investigative accounting services in the Debtors' cases.
Although Neilson previously performed certain work in connection
with the Debtors' intercompany accounting, the Committee submits
that Neilson has not provided services to the Debtors or the
Committee for nearly one and one-half years.  When the Debtors
informed the Committee of the preliminary completion of their
work to reconstruct the intercompany accounting records in
October 2003, the Committee instructed Neilson to cease working
on its intercompany accounting-related activities.  Since that
time, Neilson has performed little to no work in that area.  The
Committee believes Weiser to be more appropriate to perform those
tasks related to intercompany accounting.

According to Mr. Gollin, Weiser has no connection with the
Debtors, their creditors or any other party-in-interest except
for:

    -- certain de minimis stock holdings in parties-in-interest,
       not including the Debtors, held by certain Weiser
       employees;

    -- accounting work performed by Weiser for certain parties-in-
       interest unrelated to the Debtors; and

    -- a consultant at Weiser is a mediator in a matter in which
       the United States Trustee in the Southern District of New
       York is a party and is of counsel to Conrad & Smith.

Mr. Gollin assures the Court that none of those contacts and
interests renders Weiser not disinterested, or results in the
firm representing or holding an adverse interest to the interest
of the Debtors' estates or the constituency of the Committee.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIANT TECHSYSTEMS: S&P Rates Proposed $270M Term Loan at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Alliant Techsystems Inc.  
The outlook is revised to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB' bank loan rating and '1'
recovery rating to the company's proposed $270 million term loan
A, indicating expectations of a full recovery of principal in the
event of payment default.

"The outlook revision reflects improved program diversity and
enhanced capabilities following a series of acquisitions, a
strengthening financial profile, and a balanced cash deployment
plan," said Standard & Poor's credit analyst Christopher DeNicolo.
The ratings on Edina, Minnesota-based Alliant reflect a somewhat
aggressively leveraged balance sheet and active acquisition
program, but benefit from leading market positions and a generally
favorable environment for defense spending.

Alliant's revenues have tripled since 2000 due mostly to a series
of acquisitions that have improved product and program diversity.
Acquisitions in the high-priority precision-guided munitions area
have enabled the company to win key contracts for advanced guided
missiles and mortars.  Other acquisitions have bolstered Alliant's
R&D and hypersonic propulsion capabilities, and added new products
such as satellite components and propellant tanks.

In the first nine months of fiscal 2005 (ended Jan. 2, 2005)
revenues increased 18% as a result of growth in most segments,
except for commercial space launch, and the contribution from
acquisitions.  Organic growth was around 9%. Operating margins
(after depreciation) declined to 10% in the period from 12% in
2004, due to higher pension expense and charges related to the
closure of an ammunition plant and problems on the F-22 composite
structures program.  In addition, the 2004 period included a
curtailment gain related to changes in an employee benefit plan.

Alliant is the leading manufacturer of solid rocket motors for
space launch vehicles and strategic missiles and is second in the
market for tactical missiles.  In addition, the firm is the
largest provider of small-caliber ammunition to the U.S. military
and has strong positions in tank and other types of ammunition.

Satisfactory profitability and cash flows, along with debt
reduction, are expected to result in a steadily strengthening
credit profile and could lead to an upgrade in the intermediate
term.  The outlook could be revised to stable if leverage
increases significantly to fund acquisitions.


AMARIN CORP: PwC Raises Going Concern Doubt Over Lack of Financing
------------------------------------------------------------------
PricewaterhouseCoopers LLP expressed a going concern opinion after
it audited Amarin Corporation plc's (NASDAQSC: AMRN) financial
statements for the fiscal year ended Dec. 31, 2004.  PwC states
that Amarin needs to secure further financing to allow the Company
to fund its ongoing operational needs and meet its debt
obligations, raising substantial doubt about its ability to
continue as a going concern.

In October 2003 and in February 2004, the Group divested assets
and settled/refinanced its obligations with a related party, Elan
Corporation plc, on behalf of itself and its subsidiaries.  In
October 2004, Amarin completed a private placement of ordinary
shares raising gross proceeds of $12.775 million and converted
$3 million of the remaining $5 million in loan notes outstanding
into ordinary shares.  As a result, as at December 31, 2004,
Amarin's total debt, excluding current working capital
liabilities, was $2 million of loan notes that are due for cash
repayment in 2009.  These $2 million of loan notes can, at the
option of the holder, be converted into ordinary shares at the
price of any future financing conducted by Amarin before 2009.

As of March 31, 2005, on the basis of forecast cash flows, Amarin
has sufficient cash to fund the Group's operating activities,
including the commencement of planned phase III trials for
Miraxion in Huntington's disease, through the end of the summer of
2005.  Amarin intends to obtain additional funding through earning
license fees from partnering its drug development pipeline and/or
completing further equity-based financings.  There is no assurance
that Amarin's efforts to raise additional funding will be
successful.  If efforts are unsuccessful, there is uncertainty as
to whether Amarin will be able to fund its operations on an
ongoing basis.
                        About the Company

Amarin Corporation plc is a neuroscience company focused on the
development and commercialisation of novel drugs for the treatment
of central nervous system disorders. Miraxion, Amarin's lead
development compound, is in phase III development for Huntington's
disease and in phase II development for treatment-unresponsive
depression.


AMES DEPARTMENT: Wants Solicitation Period Stretched to Oct. 28
---------------------------------------------------------------
Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges, LLP, in
New York, relates that ever since Ames Department Stores and its
debtor-affiliates made the decision to wind down their business,
they have been diligently laboring to maximize values for their
creditors.  Specifically, the Debtors have:

    (a) sold all their inventory;

    (b) fully satisfied their obligations under their postpetition
        financing facilities;

    (c) rejected or assumed and assigned the majority of their
        unexpired non-residential real property leases in
        accordance with Section 365 of the Bankruptcy Code;

    (d) been settling and reconciling creditors' claims;

    (e) commenced and are continuing to prosecute and collect
        substantial sums from avoidance actions;

    (f) sold, or are in the process of selling, their remaining
        real estate holdings;

    (g) made interim distributions to holders of administrative
        expense claims; and

    (h) developed, drafted, and filed their consolidated Chapter
        11 Plan and a related Disclosure Statement.

While the Debtors believe the Court will ultimately confirm their
Plan, the Debtors have refrained from soliciting votes pending a
determination as to the solvency of their estates and recoveries
under the Plan.  Before the Debtors begin the process of
soliciting acceptances of the Plan, the Debtors need to be sure
that they can pay administrative expense claims in full.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend their Exclusive
Solicitation Period through October 28, 2005.

The Debtors explain that all parties require more time to
determine whether the Debtors' estates will be solvent and
therefore warrant solicitation of votes in favor of the Plan.

Mr. Bienenstock tells the Court that at this point, the Debtors
cannot determine the full extent of their administrative
obligations, the resources available to satisfy those
obligations, and at what point they will achieve solvency.

Thus, the Debtors are not in a position to determine if and when
a recovery will be available for prepetition creditors.  The
Debtors will not be in that position until they complete the
process of liquidating their few remaining real property
interests, reconciling administrative expense claims and
prosecuting avoidance actions.

The Debtors are currently working in tandem with the Official
Committee of Unsecured Creditors appointed in their Chapter 11
cases to assess accurately their postpetition assets and
liabilities, Mr. Bienenstock tells the Court.

After taking into account the Court-approved Claims Settlement
Program, the Debtors anticipate that they will have $88,000,000
in administrative expense claims.  Many of these claims will
still need to be fully reconciled.

The Debtors also need several months to prosecute the 2,000
Preference Actions they have filed to date.  The successful
prosecution of the Preference Actions is critical to a
determination of the ultimate recovery available to creditors in
the Debtors' Chapter 11 cases.

The Debtors recognize that their Chapter 11 Plan may need to be
modified or amended prior to solicitation.  The Debtors believe
that responding to a competing plan while simultaneously engaging
in the orderly realization from their assets would seriously
undermine their attempt to maximize recoveries for their
creditors.

"In short, a failure to extend the Solicitation Period could
subvert the Debtors' overall progress to date," Mr. Bienenstock
contends.  "No other party currently has a plan to propose, and
no one will be precluded from asking the Court's permission to
propose a plan if the extension is granted.  The extension only
causes a putative plan proponent to ask permission before filing
a plan.  This way irresponsible or destructive plans and their
concomitant effects on recoveries can be avoided."

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANTONIO FIGUEROA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Antonio Marrero Figueroa
        Sofia Miranda Cruz
        dba Marrero Auto Glass
        Lombardia Street 15
        Urb Gonzalez Seijo
        San Juan, Puerto Rico 00924

Bankruptcy Case No.: 05-02961

Type of Business: The Debtor repairs auto glass and
                  windshields.

Chapter 11 Petition Date: April 6, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Chief Judge Gerardo Carlo Altieri

Debtor's Counsel: Antonio I. Hernandez Rodriguez, Esq.
                  Hernandez Law Office
                  P.O. Box 8509
                  San Juan, Puerto Rico 00910
                  Tel: (787) 250-0575

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Verizon                       Advertising                $60,119
P.O. Box 70366
San Juan, Puero Rico 00936

Lebo Glass                    Purchase of                $39,995
P.O. Box 5098                 merchandise
San Antonio, TX 78201

Verizon                       Cellular service           $22,164
P.O. Box 70366
San Juan, PR 00936

Banco Popular de P.R.         Loan                       $21,177

Puerto Rico Tel. Company      Tel. Directory &           $19,955
                              Services

Sucesion Agosto Cardona                                  $18,000

Eurobank                      Credit card                $15,295

Piezas Extra                  Purchase of merchandise     $4,671

Jose R. Ibarra, Esq.          Prof. Services              $4,300

CRIM                          Municipal/city taxes        $4,205

Tele-Arte                     Advertising                 $3,885

Banco Santander Puerto Rico   Credit card                 $3,525

Sommer & Maca                 Services rendered           $3,122

Fondo del Seguro del Estado   Unemployment insurance      $1,300

Ponce Waste Disposal                                      $1,210

BFI                           Waste disposal                $630

Autoridad de Energia                                        $310

Centennial de Puerto Rico     Cellular services             $223

A.A.A.                                                      $115

Citibank                                                      $1


ARMSTRONG WORLD: Files Annual Report on Hourly-Paid Employees Plan
------------------------------------------------------------------
Pursuant to Section 15(d) of the Securities Exchange Act of 1934,
Armstrong World Industries, Inc., filed with the Securities and
Exchange Commission an annual report with respect to its
Retirement Savings Plan for Hourly-Paid Employees for the fiscal
year ended September 30, 2004.

The Retirement Savings Plan is a defined contribution plan
established for the purpose of providing eligible hourly-paid
employees a means for long-term savings intended for the
accumulation of retirement income.

KPMG, LLP, audited the Retirement Savings Plan's financial
statements.

A full-text copy of the 2004 Annual Report filed on form 11-k is
available for free at:

    http://www.sec.gov/Archives/edgar/data/7431/000119312505063390/d11k.htm

                   Armstrong World Industries, Inc.
           Retirement Savings Plan for Hourly-Paid Employees
            Statement of Net Assets Available for Benefits
  
                                            At September 30,
                                          2004         2003
                                      -----------   -----------
ASSETS
Investments in master trust
   Cash equivalents                    $4,170,060    $4,255,415
   Shares of registered investment
      companies                        33,437,805    30,017,862
   Interest in common/collective
      trusts                           45,060,865    30,017,862
   Armstrong Holdings, Inc. Common
      Stock                             1,015,544     1,224,221
   Participant Loans                    2,430,544     2,327,631
                                      -----------   -----------
Total investments in Master Trust      86,114,818    83,694,440
                                      -----------   -----------
Net assets available for benefits     $86,114,818   $83,694,440
                                      ===========   ===========

                   Armstrong World Industries, Inc.
           Retirement Savings Plan for Hourly-Paid Employees
            Statement of Net Assets Available for Benefits

                                      Year Ended September 30,
                                          2004          2003
                                      -----------   -----------
Additions to net assets attributed to:
   Employee contributions              $5,014,400    $4,811,799
   Employer contributions                 392,327       335,654
   Dividends                            2,458,561     1,974,878
   Interest on fixed income investments         -       581,640
   Interest on loans                      108,390       119,405
   Net transfers from other employee
      benefit plans                             -     8,287,261
   Net appreciation in fair value of
      investments                       2,608,544     4,983,185
                                      -----------   -----------
Total additions                        10,582,222    21,093,822
                                      -----------   -----------
Reduction in net assets attributed to:
   Benefits paid to participants        7,756,718     8,118,138
   Deemed distributions of
      participant loans                    35,429        82,759
   Fees                                    41,244        (3,827)
   Net transfers to other employee
      benefit plans                       328,453             -
                                      -----------   -----------
Total reductions                        8,161,844     8,197,070
                                      -----------   -----------
Net increase                            2,420,378    12,896,752
Net assets available for benefits:
   Beginning of year                   83,694,440    70,797,688
                                      -----------   -----------
   End of year                        $86,114,818   $83,694,440
                                      ===========   ===========

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AXEDA SYSTEMS: KPMG Expresses Going Concern Doubt in Annual Report
------------------------------------------------------------------
KPMG LLP raised substantial doubt about Axeda Systems Inc.'s
(Nasdaq: XEDAC) ability to continue as a going concern after it
audited the Company's Annual Report for the fiscal year ended
Dec. 31, 2004, filed with the Securities and Exchange Commission.  
KPMG stated that the Company's recurring losses from operations
and negative cash flows from operations since inception, triggered
the going concern opinion.

"Management has developed and begun to implement a plan to address
these issues and allow the Company to continue as a going concern
through at least the end of 2005," the Company said in its Annual
Report.  "This plan includes fundraising from new and current
investors, continued cost-cutting, and stabilizing and growing our
revenue streams.  Although we believe the plan will be realized,
there is no assurance that these events will occur."

                        About the Company

The Company's flagship product, the Axeda(R) DRM system helps
manufacturing and service organizations increase revenue while
lowering costs, by proactively monitoring and managing devices
deployed at customer sites around the world.  Axeda DRM is a
highly scalable, field-proven, and comprehensive remote management
solution that leverages its patented Firewall- Friendly(TM)
technology to enable Machine-to-Machine (M2M) communication by
utilizing the public Internet.  Axeda customers include Global
2000 companies in many markets including Medical Instrument,
Enterprise Technology, Office and Print Production Systems, and
Industrial and Building Automation industries.  Axeda has sales
and service offices in the U.S. and Europe, and distribution
partners worldwide.  More information about Axeda is available at
http://www.axeda.com/


BARSTOW COUNTRY: Golf Course Operator's Case Converts to Chapter 7
------------------------------------------------------------------
Barstow Country Club Inc. tumbled into chapter 11 in early
February.  In March, the U.S. Trustee for Region 15 asked the U.S.
Bankruptcy Court for the Central District of California to convert
the case based on the Debtor's failure to:

   * present sufficient evidence of current insurance coverage;
   
   * statement of major issues and timetable report;
   
   * file a schedule of assets and liabilities;
   
   * file a statement of affairs;
   
   * file a list of 20 largest creditors;
   
   * file a physical inventory as of the petition date;
   
   * file a notice of setting/increasing insider compensation;
   
   * file a projected cash flow statement for the first 60 days of
     operation under chapter 11;

   * file a real property questionnaire for each parcel of real
     property;

   * present sufficient evidence of closing prepetition bank
     accounts;

   * provide conformed copies of recorded petition in each country
     in which real property is owned;

   * provide proof of required certificates and applicable
     licenses;

   * provide copies of tax returns;

   * provide a list of insiders; and

   * obtain order authorizing employment of professionals.

The Honorable Geraldine Mund enter an order converting the case to
a chapter 7 liquidation on April 5, 2005.  

The U.S. Trustee will meet with Barstow's creditors on May 20,
2005, at 10:00 a.m. at 21051 Warner Center Lane in Woodland Hills,
California.  This the first meeting of creditors required by
Section 341(a) of the bankruptcy code after a chapter 11 case is
converted to a chapter 7 liquidation.

Brad D. Krasnoff of San Fernando, California, serves as the
Interim Trustee and will preside at the meeting of creditors in
May.

Kelly Donovan, writing for The Desert Dispatch, reports that the
local utility company shut off the flow of electricity on March
31.  "Without electricity, the Country Club hasn't been able to
charge its electric golf carts or pump water to irrigate the
course," Donovan related.  Mike Hemingway, the gold course
superintendent told the reporter that the electric bills, and
other bills, weren't paid.  Electrical service was restored last
week and groundskeepers started watering the grass 12 hours per
day.  

Headquartered in San Juan Capistrano, California, Barstow Country
Club Inc., operates a golf course.  Barstow filed for chapter 11
protection on Feb. 3, 2005 (Bankr. C.D. Calif. Case No. 05-10600).  
Caroly J. Wallace, Esq., of Topanga, Calif. represents the Debtor.  


BC SECURITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BC Security & Consultant Service Corp
        P.O. Box 70171 - PMB 182
        San Juan, Puero Rico 00936

Bankruptcy Case No.: 05-03011

Type of Business: The Debtor provides security and security
                  consultation services.

Chapter 11 Petition Date: April 7, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus Kellog

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  3071 Ave Alejandrino - PMB 241
                  Guaynabo, Puerto Rico 00969-7035
                  Tel: (787) 708-0333

Estimated Assets: $1 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                                           Claim Amount
   ------                                           ------------
Banco Santader                                           $51,000
P.O. Box 362589
San Juan, Puerto Rico 0036

Popular Auto                                             $43,500
P.O. Box 366818
San Juan, Puerto Rico 00936

Popular Auto                                             $29,520
P.O. Box 366818
San Juan, Puerto Rico 00936

Popular Auto                                             $24,426

Popular Auto                                             $23,030

Popular Auto                                             $20,790

Popular Auto                                             $19,675

Popular Auto                                             $19,675

Popular Auto                                             $18,777

Popular Auto                                             $18,777

Popular Auto                                             $18,777

Popular Auto                                             $18,777

Popular Auto                                             $18,777

Popular Auto                                             $18,777

Popular Auto                                             $17,220

Popular Auto                                             $16,740

Popular Auto                                             $16,728

American Express                                         $13,000

Popular Auto                                             $12,936

Popular Auto                                              $8,827


BEAR STEARNS: Moody's Rates Classes M-7 & M-8 Certs. at Low-B
-------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2005-HE2, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by mortgage loans primarily
originated by:

            * Encore Credit Corp. (33.73%), and
            * Finance America (15.56%).  

The remaining mortgage loans were originated by various
originators, none of which have originated more than 10% of the
loans in the aggregate.  The pool consists of both adjustable-rate
(83.01%) and fixed-rate (16.99%) subprime mortgage loans acquired
by EMC Mortgage Corporation.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, over-
collateralization, and excess spread.  The credit quality of the
loan pool is in line with the average loan pool backing recent
subprime securitizations.

EMC will act as master servicer of the loans. Moody's has assigned
EMC its top servicer quality rating as a primary servicer of
subprime loans.

The complete rating actions are:

   * Class I-A-1, $110,488,000, rated Aaa
   * Class I-A-2, $52,281,000, rated Aaa
   * Class I-A-3, $13,799,000, rated Aaa
   * Class II-A-1, $176,116,000, rated Aaa
   * Class II-A-2, $44,029,000, rated Aaa
   * Class III-A-1, $92,183,000, rated Aaa
   * Class III-A-2, $23,046,000, rated Aaa
   * Class M-1, $43,149,000, rated Aa2
   * Class M-2, $34,714,000, rated A2
   * Class M-3, $9,408,000, rated A3
   * Class M-4, $9,733,000, rated Baa1
   * Class M-5, $7,462,000, rated Baa2
   * Class M-6, $6,488,000, rated Baa3
   * Class M-7, $6,488,000, rated Ba1
   * Class M-8, $6,488,000, rated Ba2

The Class M-7 and M-8 certificates are being offered in privately
negotiated transactions without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A.


BENJAMIN KREIDER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Benjamin A. Kreider, Jr.
        Margaret M. Kreider
        106 Cedar Glen Drive
        New Hope, Pennsylvania 18938

Bankruptcy Case No.: 05-15018

Chapter 11 Petition Date: April 11, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Kevin J. Carey

Debtor's Counsel: David A. Scholl, Esq.
                  Regional Bankruptcy Center of SE PA
                  Law Office of David A. Scholl
                  6 St Albans Avenue
                  Newtown Square, Pennsylvania 19073
                  Tel: (610) 353-7543

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


BOMBARDIER INC: S&P Confirms Ratings After Annual Results Review
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' long-term corporate credit rating, on Bombardier Inc. and
its subsidiaries.  At the same time, Standard & Poor's removed the
ratings on Bombardier from CreditWatch, where they were placed
Dec. 13, 2004.  The outlook is negative.  The affirmation follows
a review of Bombardier's fiscal 2005 results, a review of
financial prospects for the next few years, and recent discussions
with senior management regarding financial and strategic
priorities.

"Although Bombardier's operating margins remain weak, they appear
to have stabilized at levels that support the current ratings,"
said Standard & Poor's credit analyst Kenton Freitag.  
"Nevertheless, we remain concerned about the dismal condition of
the U.S. airline industry and the potential for further
disruptions in the industry to lead to deterioration in
Bombardier's financial profile," Mr. Freitag added.

The ratings on Bombardier reflect the competitive and operating
challenges facing its commercial aircraft business, the company's
volatile and somewhat unpredictable operating cash flows, and the
marginal profitability of its transportation division.

The ratings are supported by:

    (1) the company's business-aircraft segment,

    (2) its relatively low capital expenditure requirements
        in the next few years, and

    (3) its financial policies that are focused on
        maintaining liquidity and restoring balance-sheet
        strength.

The challenges facing the regional aircraft sector have not
relented in the past year.  

Operating margins are under pressure due to:

    (1) a combination of adverse currency movements,

    (2) high levels of provisioning on sales support,

    (3) and strong competition from Brazilian manufacturer
        Embraer.

Customer financing is scarce and Bombardier has had to rely on its
finance unit as well as other costly forms of support to assist
aircraft deliveries in this environment.  The outlook continues to
be dim as the outlook for the U.S. airline industry, Bombardier's
principal market for regional jets, is chronically unsettled.

Partially due to the company's declining and low quality
commercial aerospace backlog, Bombardier continues to face the
prospect of volatile and unpredictable operating cash flows.  This
is compounded by a sizable pension deficit that will require high
funding levels in the next several years.  Because of aerospace
industry uncertainty and the volatility of working capital
accounts, such as advances and receivables, it is difficult to
forecast free cash flow for Bombardier.

Nevertheless, Standard & Poor's believe free cash flow at about
break-even levels is achievable for the current fiscal year
provided commercial aerospace deliveries remain at target levels.
Medium-term cash flows are even more difficult to predict as
Bombardier's diminished commercial aerospace backlog does not
provide a strong basis for sales beyond the current fiscal year.

The outlook is currently negative.  Maintaining current margins,
free cash flow generation around break-even levels, and supportive
liquidity in the next year could support the current ratings.  The
ratings could be lowered, however, if the commercial aerospace
environment continues to deteriorate or if liquidity is pressured.
The outlook could be moved to stable if the commercial aerospace
environment improves.


CARDIAC SERVICES: Gets Interim Order to Use GECC's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
gave Cardiac Services, Inc., permission, on an interim basis, to
continue using Cash Collateral securing repayment of pre-petition
obligations to General Electric Credit Corporation.

Under a Pre-Petition Credit Agreement dated Sept. 20, 2000, the
Debtor owes approximately $16.6 million to General Electric.

The Debtor needs access to Cash Collateral securing repayment of
that loan to fund its ongoing business operations, maintain the
value of its estate, and maximize recovery for its creditors and
other parties in interest.

The Court granted the Debtor's permission to use the Cash
Collateral on an interim basis for a three-month period, from
April 1, 2005, through June 30, 2005, in strict compliance with a
Budget agreeable to General Electric and the Court:

                                April 2005   May 2005   June 2005   
                                ----------   --------   ---------
     Total Revenues               $324,500   $357,400    $357,400  
                                  --------   --------    --------
     Operating Expenses           $141,098   $148,098    $148,098
     General & Administrative     $160,603   $160,603    $160,603
                                  --------   --------    --------
     Net Income                    $22,799    $48,699     $47,699
                                  ========   ========    ========

To adequately protect its interests, General Electric is granted a
continuing First Priority Lien and Security Interest in all
categories and items of collateral in which it held a valid and
enforceable lien or security interest when Cardiac Services filed
for chapter 11 protection.  General Electric is also granted an
Administrative Priority Claim under Sections 503(b), 507(a)(1) and
507(b) of the Bankruptcy Code to the extent there is an aggregate
decline in the value of the Pre-Petition Collateral on or after
the Petition Date.

The Court will convene a hearing at 9:00 a.m., on May 3, 2005, to
consider the Debtor's request to use the Cash Collateral on a
permanent basis.

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CARDIAC SERVICES: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Cardiac Services, Inc., delivered its Schedules of Assets and
Liabilities with the U.S. Bankruptcy Court for the Middle District
of Tennessee, disclosing:

     Name of Schedule          Assets        Liabilities
     ----------------          ------        -----------
  A. Real Property
  B. Personal Property      $2,499,329     
  C. Property Claimed
     as Exempt
  D. Creditors Holding                       $16,641,658
     Secured Claims
  E. Creditors Holding                       $    30,257
     Unsecured Priority
     Claims
  F. Creditors Holding                       $ 4,710,539
     Unsecured Nonpriority
     Claims
                           ----------        -----------
     Total                 $2,499,329        $21,382,454

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CATHOLIC CHURCH: Esposito Can Represent Spokane Tort Committee
--------------------------------------------------------------
As previously reported, the U.S. Trustee is complaining about the
Official Tort Litigants Committee's request in the Diocese of
Spokane's Chapter 11 case, to retain Esposito, George & Campbell,
PLLC, as its counsel.

The U.S. Trustee for Region 14, Ilene Lashinsky, contends that the
retention of Esposito, George & Campbell, PLLC, is duplicative of
the engagement of Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, PC.

Judge Williams rejected the U.S. Trustee's objection.  Judge
Williams authorizes that the Official Tort Litigants Committee to
retain Esposito, George & Campbell PLLC and John Campbell as local
counsel effective as of February 8, 2005.

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


CENDANT MORTGAGE: Fitch Upgrades & Affirms 6 Mortgage Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Cendant Mortgage
Corporation mortgage pass-through certificates:

   Series 2001-6

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

   Series 2002-3

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

   Series 2002-4

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

   Series 2002-8

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

   Series 2003-1

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

All of the mortgage loans in the aforementioned transactions were
either originated or acquired in accordance with the underwriting
guidelines established by Cendant Mortgage Corporation.  The
mortgage loans consist of 15- and/or 30-year fixed-rate mortgages
secured by first liens, primarily on one- to four-family
residential properties.  Any mortgage loan with an original loan
to value in excess of 80% is required to have a primary mortgage
insurance policy.

The upgrades, affecting approximately $21.4 million of outstanding
certificates, are taken as a result of low delinquencies and
losses, as well as significantly increased credit enhancement --
CE -- levels.  The affirmations, affecting approximately $271.2
million of outstanding certificates, are taken due to stable
collateral performance and small to moderate growth in CE levels.
As of the March 2005 distribution date, these transactions are
seasoned from a range of 25 to 45 months, and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 5% to 53%.

In series 2001-6, the current CE levels for classes B-3 and B-4
have grown at least 15 times original.  Class B-3 currently
benefits from 10.99% subordination (originally 0.65%), and class
B-4 currently benefits from 5.44% subordination (originally
0.35%).  The current pool factor for series 2001-6 is
approximately 5%.

In series 2002-3, the current CE levels for classes B-2, B-3, B-4,
and B-5 have grown at least 8x original.  Class B-2 currently
benefits from 7.32% subordination (originally 0.90%), class B-3
currently benefits from 4.47% subordination (originally 0.55%),
class B-4 currently benefits from 2.85% subordination (originally
0.35%), and class B-5 currently benefits from 1.63% subordination
(originally 0.20%).  The current pool factor for series 2002-3 is
approximately 12%.

In series 2002-4, the current CE levels for classes B-2, B-3, B-4,
and B-5 have grown at least 6x original.  Class B-2 currently
benefits from 5.49% subordination (originally 0.90%), class B-3
currently benefits from 3.36% subordination (originally 0.55%),
class B-4 currently benefits from 2.14% subordination (originally
0.35%), and class B-5 currently benefits from 1.22% subordination
(originally 0.20%).  The current pool factor for series 2002-4 is
approximately 16%.

In series 2003-1, the current CE levels for classes B-1 and B-2
have grown at least 1.7x original.  Class B-1 currently benefits
from 2.66% subordination (originally 1.50%), and class B-2
currently benefits from 1.74% subordination (originally 1.00%).
The current pool factor for series 2002-3 is approximately 53%.

Further collateral performance and credit enhancement statistics
are available on the Fitch Ratings web site at
http://www.fitchratings.com/


CENVEO INC: Likely Sale Prompts S&P to Review Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Cenveo
Inc., including its 'B+' corporate credit rating, on CreditWatch
with developing implications.  The CreditWatch listing follows the
company's announcement yesterday that it has retained Rothschild
Inc. to explore strategic alternatives, which could include a sale
of the company.  Cenveo had about $850 million in lease adjusted
debt outstanding as of Dec. 31, 2004.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.  An example of a transaction that
might have a positive effect would be an acquisition by a higher-
rated entity.  An example of a transaction that could have a
negative impact might include a decision to increase debt levels
to pursue an acquisition or a recapitalization.

"In resolving its CreditWatch listing, we will continue to monitor
developments associated with the company's pursuit of strategic
alternatives.  We could decide to resolve the CreditWatch listing
at a later date if it appears a transaction is not likely to
occur," said Standard & Poor's credit analyst Emile Courtney.


CHASE MORTGAGE: Fitch Affirms Low-B Ratings on Two Trust Issues
---------------------------------------------------------------
Fitch Ratings affirms Chase Mortgage Finance Trust issues:

   Series 2002-S8

      -- Class IA affirmed at 'AAA';
      -- Class IIA affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AA+';
      -- Class B2 affirmed at 'A+';
      -- Class B3 affirmed at 'BBB-';
      -- Class B4 affirmed at 'BB'.

   Series 2003-S1

      -- Class IA affirmed at 'AAA';
      -- Class IIA affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-4 affirmed at 'B'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Chase Manhattan Mortgage
Corporation.  The mortgage loans consist of 15 and/or 30-year
fixed-rate mortgages secured by first liens on one- to four-family
residential properties.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $189.6 million of
outstanding certificates detailed above.  As of the March 2005
distribution date, series 2002-S8 is 27 months seasoned, and
series 2003-S1 is 26 months seasoned.  All classes in both
transactions have experienced small to moderate growth in credit
enhancement -- CE -- since the last rating action date, and there
have been no losses incurred to date.  The current pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) are 24% and 34% for series 2002-S8 and 2003-S1,
respectively.

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


CKE RESTAURANTS: Restated Financials Alter Lease Accounting
------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) disclosed the adjustments it
will be making in the course of restating certain of its prior
period financial statements.  The adjustments will have no impact
on the Company's cash flows, covenants under its senior credit
facility or other debt instruments or the Company's income
statements for periods after fiscal 2002.  The Company is not
aware of any evidence that the restatement is due to any material
noncompliance by the Company, as a result of misconduct, with any
financial reporting requirement under the securities laws.

The Company previously discovered and corrected certain of its
approaches to accounting for operating leases through a
restatement of certain previously filed financial statements.  CKE
Restaurants, Inc., was among the first in its industry to announce
the accounting change and accompanying restatement, and the
Company's action was followed by a flurry of restatement
announcements from public companies in the restaurant industry and
by other public companies whose operations require them to enter
into large numbers of operating leases.  In response, the American
Institute of Certified Public Accountants (AICPA) asked the SEC to
clarify its interpretation of certain lease accounting issues.  
The SEC issued a letter to the AICPA on February 7, 2005, in which
the SEC set forth its views on proper lease accounting practices.  
The February 7 SEC letter addressed the lease accounting issues
the Company had addressed in its restatement, but also went on to
address other areas of lease accounting, and in that regard
identified as incorrect another lease accounting practice which
the Company had historically applied.

In prior periods, the Company had recognized rent expense for its
operating leases using a lease term that commenced when actual
rent payments began, which generally coincided with a point in
time near the date the Company's restaurants opened.  This
generally had the effect of excluding the build-out period of its
restaurants (during which the Company typically made no rent
payments) from the calculation of the period over which rent was
expensed.  Based upon the SEC's position in its February 7 letter,
the Company has determined that it should have recognized rent
expense over a lease term that includes the build-out period,
which, in most cases, will cause rent expense to be recognized
sooner than previously reported.

Although the Company does not believe this error resulted in a
material misstatement of the Company's consolidated financial
statements for any annual or interim period previously reported,
the effects of correcting the cumulative error in the fiscal
fourth quarter of 2005 would have been material to that period.  
The cumulative impact of the correction in accounting for leases
is to increase accrued rent expense by approximately $2,400,000
for all fiscal periods through and including the Company's 2002
fiscal year, and by approximately $250,000 in total for the
Company's 2003, 2004 and 2005 fiscal years.  The Company will
restate its previously filed consolidated financial statements for
fiscal years 2002 and prior for the impact of the correction in
accounting for leases for all periods through fiscal year 2002.  
Because the impact of the correction in accounting for leases for
the Company's 2003, 2004 and 2005 fiscal years is immaterial to
each of these years and to the fourth quarter of fiscal 2005, the
Company will record a charge of approximately $250,000 in the
fourth quarter of fiscal 2005 to account for the increase in
accrued rent expense for the Company's 2003, 2004 and 2005 fiscal
years.

The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2005 to be filed with the SEC will include disclosure
of the effects of these adjustments.  Due to the time and effort
involved in determining the effect of these adjustments on the
Company's historical financial statements, the Company intends to
file a Form 12b-25 and to delay the filing of its Annual Report on
Form 10-K for the fiscal year ended January 31, 2005, which the
Company expects to file as soon as possible but no later than the
extended filing deadline of May 3, 2005.

As of the end of its fiscal third quarter on Nov. 1, 2004, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,183
franchised or company-owned restaurants in 44 states and in 13
countries, including 1,017 Carl's Jr. restaurants, 2,047 Hardee's
restaurants and 101 La Salsa Fresh Mexican Grill restaurants.

                          *     *     *

Standard & Poor's Ratings Services put its junk ratings on CKE
Restaurants' $105 million 4% convertible subordinated notes due
Oct. 10, 2023, on May 3, 2004.


CORNERSTONE PROPANE: Changes Name to Titan Propane with HQ in Ky.
-----------------------------------------------------------------
CornerStone Propane Operating LLC changed its name to Titan
Propane LLC and established its new corporate headquarters in
Florence, Kentucky.

CornerStone Propane Operating LLC, which was based in Watsonville,
California, emerged from Chapter 11 bankruptcy protection in
December 2004.  The voluntary, pre-planned bankruptcy enabled the
company to reorganize from a public company into a private entity
with sufficient financial strength to aggressively compete in the
propane industry.  Titan Propane LLC is a subsidiary of Titan
Energy Partners LP, which is a Delaware master limited
partnership.

"The new partnership has a new management team with extensive
business experience, especially in the propane industry," said
Chief Executive Officer Bill Corbin, who joined the company in
December.  "Our management team has a history of growing propane
businesses both internally and through acquisitions.

"Now that Titan has a strong balance sheet and an experienced
management team, the company will focus on enhancing customer
relationships and improving operating efficiencies.  Concentrating
on business fundamentals will provide a platform for growth that
will create opportunities for our associates and provide
significant returns for our investors," Mr. Corbin said.

Mr. continued, "Because this is effectively a new company, we have
created a new name that represents our vision for the partnership.  
We selected Florence as the headquarters because the Cincinnati
area is central to our operations and provides a relatively low-
cost operating environment."

The new Titan Energy Partners executive team includes:

      * Bill Corbin
        Chief Executive Officer

        Mr. Corbin was most recently president and chief operating
        officer of Star Gas Propane of Stamford, Connecticut,
        which was recently sold for $475 million.  He has 20 years
        of experience in the propane industry with Tropigas,
        Suburban Propane and Star Gas. Corbin has an M.B.A. from
        the University of Michigan, an M.S. in Organizational
        Management from Pfeiffer University and a B.S. from
        S.U.N.Y.

      * Dave Riggan
        Chief Financial Officer

        Mr. Riggan has been a CFO for the last ten years.  From
        1995-1997, he was CFO of AmeriGas Propane, Inc., the
        nation's largest propane company.  Most recently, he was
        CFO of Caliber Holdings Corporation, based in Irvine,
        California, the largest U.S. consolidator of collision
        repair centers.  Before that, he served as CFO for U.S.
        operations of 24 Hour Fitness, Carlsbad, California, the
        world's largest privately owned fitness center chain.  
        Riggan is a CPA and holds an M.B.A. and a B.S. from
        Virginia Tech.

      * Paul Grady
        Chief Operating Officer

        Mr. Grady was chief operating officer and senior vice
        president at AmeriGas Propane, Inc., from 2000 until 2003
        and AmeriGas vice president of sales and operations from
        1995 to 2000.   Before joining AmeriGas, he was director
        of corporate development for UGI, Inc., an energy products
        holding company based in Valley Forge, Pennsylvania.  
        Grady's experience also includes five years as director of
        business development for Campbell's Soup Company.   He
        earned a J.D. from Stetson College of Law and a B.A. from
        Stetson University.

      * Joseph Sorce
        Vice President of Marketing

        Mr. Sorce joined CornerStone after two years at Star Gas
        Propane where he was director of strategic marketing and,
        prior to that, assistant treasurer for Star Gas Partners,
        LP.  Before joining Star Gas, Sorce worked as an
        investment banker for Bear Stearns and as a regulatory
        manager at AT&T.  He received a Masters in Management,
        with a concentration in marketing and strategy, from the
        Kellogg Graduate School of Management at Northwestern
        University and a B.A. from Yale University.

      * Bruce Kiser
        Vice President of Information Technology

        Mr. Kiser has 25 years of information technology
        experience that includes expertise in design engineering,
        manufacturing systems, inventory, database management,
        distribution, marketing, and product support.  He spent
        the last two years at Star Gas Propane where he led the IT
        department into compliance with the Sarbanes-Oxley Act.  
        Kiser earned an M.B.A. from Indiana Wesleyan University
        and a B.S. from the University of Cincinnati.  He is a
        Certified Project Management Professional with a Masters
        in Project Management from Villanova University.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/--was the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states.  The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004. Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.  The Court
confirmed the Company's Joint Plan of Reorganization on Nov. 8,
2004, allowing the Company to emerge from bankruptcy protection
only seven months after its chapter 11 filing.

Reorganized company Titan Energy Partners LP --
http://www.titanenergypartners.com-- a Delaware limited  
partnership, is one of the nation's largest retail propane
marketers.  The partnership sells approximately 220 million
gallons of propane annually to approximately 370,000 customers
from 146 customer service centers in 33 states.  The partnership's
operations are concentrated in the east, south, central, and west
coast regions of the United States.


D & K STORES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D & K Stores, Inc.
        aka D. E. Jones
        401 Industrial Way
        Eatontown, New Jersey 07724

Bankruptcy Case No.: 05-21445

Type of Business: Retailer

Chapter 11 Petition Date: April 8, 2005

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, New Jersey 08736
                  Tel: (732) 223-8484

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Dick Kaufman, Inc.               Trade debt             $127,090
1440 East Erie Avenue
Philadelphia, PA 19124-5606

M. Hidary & Company Inc.         Trade debt             $112,794
10 West 33rd Street, 9th Floor
New York, NY 10001-3306

Branco Enterprises               Trade debt             $105,000
P.O. Box 280
Asheboro, NC 27204-0280

J. Tepler & Company Inc.         Trade debt              $98,859
413 Park Avenue
Brooklyn, NY 11205-1407

Sterilite                                                $98,859
P.O. Box 524
Townsend, MA 01469-0524

Gold Medal Hosiery               Trade debt              $56,640
1 East 33rd Street
New York, NY 10016-5011

Briara Trading Company                                   $37,000
70 Portland Road
Conshohocken, PA 19428-2717

Allmon Hosiery, Inc.             Trade debt              $35,897
PO Box 250
Randleman, NC 27317-0250

Playmore, Inc.                   Trade debt              $33,984
230 5th Avenue, Suite 711
New York, NY 10001-7859

Paper Plus/Clark                 Trade debt              $27,512
600 Federal Boulevard
Carteret, NJ 07008-1007

WestPoint Stevens                Trade debt              $27,214
1185 Avenue of the Americas
New York, NY 10036-2601

Webster Industries               Trade debt              $25,352
P.O. Box 3119
Peabody, MA 01961-3119

Aero Housewares                  Trade debt              $24,152
P.O. Box 530109
Atlanta, GA 30353-0109

Madison Industries, Inc.         Trade debt              $23,583
279 5th Avenue
New York, NY 10016-6501

K&C Plastics                     Trade debt              $21,027
P.O. Box 781
Leominster, MA 01453-0781

Goldtex Products                 Trade debt              $20,000
P.O. Box 298
Chatsworth, GA 30705-0298

Easter Unlimited                 Trade debt              $19,996
80 Voice Road
Carle Place, NY 11514-1514

Distinct Impressions             Trade debt              $17,280
1001 Mossie Road
Old Forge, PA 18518

Panasonic Industrial Company     Trade debt              $16,761
1 Panasonic Way
Secaucus, NJ 07094-2917

Jo-Mar Manufacturing Company     Trade debt              $16,563
630 Beaver Avenue
Ellwood City, PA 16117-1938


DELTA AIR: S&P Junks Selected Debt Issues After Review
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit rating on Delta Air Lines Inc. (CC/Developing/--) and
removed the rating from CreditWatch.  The rating had been
originally placed on CreditWatch on Nov. 12, 2004; implications
were most recently revised to developing on March 25, 2005.  The
outlook is developing.

At the same time, Standard & Poor's lowered its ratings on
selected Delta debt issues, and removed the ratings from
CreditWatch.

"The downgrade of selected Delta debt issues aligns their ratings
with the 'CC' corporate credit rating, which was affirmed and
removed from CreditWatch," said Standard & Poor's credit analyst
Philip Baggaley.

"Ratings on debt that was subject to proposed or completed debt
exchanges in late 2004 had already been lowered, and the current
rating changes resolve Standard & Poor's CreditWatch review of
Delta," the credit analyst continued.  In addition, downgrades of
aircraft-backed debt were undertaken in the context of an
industrywide review of enhanced equipment trust certificates.

Delta secured substantial pay concessions from its unionized
pilots, as part of a broad cost-cutting effort, and arranged
$1.1 billion of new secured borrowing in late 2004.  The
cost-cutting should narrow losses from 2004's huge deficit
($2.2 billion loss from operations, plus $2.9 billion of unusual
charges, mostly writing off goodwill and deferred tax assets).

However, during the first several months of 2005, rapidly
increasing fuel prices, which the company says could add up to $1
billion of additional costs in 2005, are placing renewed pressure
on Delta's liquidity position.  Unrestricted cash totaled $1.8
billion at year-end 2004, but that amount is expected to decline
as Delta meets cash commitments while incurring continuing, albeit
shrinking, losses.

For 2005, Delta faces:

    (1) at least $630 million of debt maturities (and potentially
        another $205 million, depending on various circumstances),

    (2) $430 million of pension funding, and

    (3) $1 billion of capital expenditures (about half of which is
        for regional jets that have financing commitments in
        place).

Ratings anticipate continued heavy, though declining, losses and
some reduction in cash balances.  If Delta's liquidity
deteriorates significantly, ratings could be lowered over the next
several quarters.  Conversely, if Delta's cost reduction efforts
and a moderation in fuel prices cause its losses and cash outflow
to improve rapidly, ratings could be raised over the intermediate
term.  An outlook revision to stable over the intermediate term is
possible if Delta maintains adequate liquidity but continues to
incur smaller but still material losses.


DYNEGY HOLDINGS: Settlement Prompts Fitch to Hold Junk Ratings
--------------------------------------------------------------
Fitch affirms ratings for Dynegy Inc. -- DYN -- and Dynegy
Holdings Inc. -- DYNH -- after the announcement of a comprehensive
settlement related to shareholder litigation brought by the
Regents of the University of California as a class action against
DYN.  The senior unsecured debt at both entities is 'CCC+', and
the Rating Outlook remains Positive.  A complete listing of
ratings for DYN and affiliated companies is shown below.

The settlement, which is subject to federal court approval,
provides for a total settlement payment from DYN of $468 million,
which includes a $250 million cash payment, $150 million provided
by insurance, and $68 million of common stock.  A primary rating
consideration by Fitch is the potential impact the cash payment
will have on the company's liquidity position.  Based on recent
estimates of future operating cash flow, borrowing capacity under
DYNH's current bank facility, and the company's overall funding
requirements, liquidity remains adequate.  Furthermore, ratings
for DYN's different classes of debt assume the estimated recovery
by creditors in the event of a bankruptcy.

In its recovery analysis of DYN, Fitch conservatively assumes all
company bank lines are fully drawn and no cash remains available
for creditors, hence, there is no impact on recovery valuations
from the settlement cash payment.  While the dilution to equity
and charge to earnings from the settlement could have a negative
effect on DYN's common share price; irrespective of this Fitch
considers a large equity offering by the company resulting in a
material deleveraging as unlikely over the near term.

Fitch's ratings are:

   DYN

      -- Indicative senior unsecured debt 'CCC+';
      -- Convertible debentures 'CCC+'.

   DYNH

      -- Secured revolving credit facility and term loan 'B+';
      -- Second priority secured notes 'B';
      -- Senior unsecured debt 'CCC+'.

   Dynegy Capital Trust I

      -- Trust preferred stock 'CC'.


E*TRADE FINANCIAL: Stephen H. Willard Joins Board of Directors
--------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) reported that Stephen H.
Willard, who has been a member of the Board of Directors of
E*TRADE Bank since 2000, has joined the Board of Directors of
E*TRADE FINANCIAL Corporation effective April 15, 2005.  

Mr. Willard, 44, is currently Executive Vice President, Chief
Financial Officer and General Counsel of Flamel Technologies,
S.A., (Nasdaq: FLML) a biopharmaceutical company.  Mr. Willard
will serve as a member of the Board's Audit Committee.

Prior to assuming his management roles in the high-growth biotech
industry, Mr. Willard served as Associate Director of Resolutions
of the Federal Deposit Insurance Corporation, where he was
responsible for the management and resolution of troubled banks
with assets in excess of $1 billion.  He served at the FDIC for
three years and had extensive interactions with all bank
regulatory agencies.  He has also worked as an investment banker
and as an attorney in private practice.

"E*TRADE FINANCIAL will benefit greatly from Mr. Willard's depth
of management experience and his extensive knowledge of and
experience with our retail banking and lending operations," said
George Hayter, Chairman of the Board, E*TRADE FINANCIAL. "His keen
understanding of our business will make him a great addition to
our outstanding Board, and he will no doubt have a positive
influence on the long-term growth and profitability of the
Company."
    
The E*TRADE FINANCIAL family of companies provides financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan 21, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty rating on E*TRADE Financial Corp.  E*TRADE Bank's
counterparty ratings were affirmed at 'BB/B.'


EQUIFIRST MORTGAGE: Moody's Rates $7.68M Class B-1 Certs. at Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates of EquiFirst Mortgage Loan Trust 2005-1 and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
transaction.

The securitization is backed by EquiFirst Corporation originated
adjustable-rate (81.95%) and fixed-rate (18.05%) subprime mortgage
loans acquired by Greenwich Capital Financial Products, Inc.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization
and excess spread.  The credit quality of the loan pool is
comparable to the previous EquiFirst Mortgage Loan Trust 2004
transactions, and slightly weaker than the average loan pool
backing recent subprime securitizations, primarily due to higher
than average loan-to-value ratio of the mortgage loans.

Saxon Mortgage Services, Inc., will service the mortgage loans in
the transaction.  Moody's Investors Services has assigned Saxon a
servicer quality rating of SQ2 as a Primary Servicer of
residential subprime mortgage loans.

The complete rating actions are:

Depositor:  Financial Asset Securities Corp.

Securities: EquiFirst Mortgage Loan Trust 2005-1, Asset-Backed
            Certificates, Series 2005-1

Originator: EquiFirst Corporation

Servicer:   Saxon Mortgage Services, Inc.

   * Class A-1, $226,500,000, Variable, Rated Aaa
   * Class A-2, $133,240,000, Variable, Rated Aaa
   * Class A-3, $159,880,000, Variable, Rated Aaa
   * Class A-4, $43,761,000, Variable, Rated Aaa
   * Class M-1, $44,901,000, Variable, Rated Aa1
   * Class M-2, $26,864,000, Variable, Rated Aa2
   * Class M-3, $15,351,000, Variable, Rated Aa3
   * Class M-4, $15,351,000, Variable, Rated A1
   * Class M-5, $14,583,000, Variable, Rated A2
   * Class M-6, $14,583,000, Variable, Rated A3
   * Class M-7, $14,967,000, Variable, Rated Baa1
   * Class M-8, $10,362,000, Variable, Rated Baa2
   * Class M-9, $7,675,000, Variable, Rated Baa3
   * Class B-1, $7,675,000, Variable, Rated Ba1


EXPANKO CORK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Expanko Cork Co., Inc.
             3135 Lower Valley Road
             Parkersburg, Pennsylvania 19365

Bankruptcy Case No.: 05-14004

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      XCOR Manufacturing, LLC                    05-14013

Type of Business: The Debtor sells cork products and floor
                  coverings.  See http://www.expanko.com/

Chapter 11 Petition Date: March 24, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Kevin J. Carey

Debtors' Counsel: Albert A. Ciardi, III, Esq.
                  Janssen Keenan & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2050
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 599-7281
                  Fax: (215) 665-8887

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

A. Expanko Cork Co., Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Sugherificio Michele Lacu snc              $117,710
VIA Mazzini 59
Luogosanto, Italy, SS 07020  

Roadway Express                             $97,758
P.O. Box 905587
Charlotte, NC 28290

Ultimate Systems                            $77,020
1430 N. Main Street
Delphos, OH 45833

McKee-Wagner Tenancy                        $37,439

UPS Supply Chain Solutions                  $21,454

Advanced Adhesive Tech Inc.                 $19,326

Maillie, Falconiero & Company               $17,850

Delta Tech                                  $16,565

Amorim Industrial Solutions                 $15,920

Con-Way Transportation Services Inc.        $14,895

Aqualon Company                             $14,760

UPS Freight Services, Inc.                  $12,977

Dominion Sample Ltd.                        $12,410

Specialty Freight Services                  $11,552

Mayer, Shanzer & Mayer PC                    $9,168

MacElree, Harvey                             $6,900

Aires International, Inc.                    $6,887

Independence Blue Cross                      $6,354

Reed Business Information                    $6,000

Ram Industries                               $4,593

B. XCOR Manufacturing, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Teknor Apex                                 $59,000
505 Central Avenue
Pawtucket, RI 02861

Harleysville National Bank                  $39,500
P.O. Box 195
Harleysville, PA 19438

GE Capital                                  $34,506
P.O. Box 802585
Chicago, IL 60680

FTB Funding                                 $19,326

Delta Tech                                  $18,100

VP Electrical Contracting                   $14,086

Carvell & Rick Inc.                         $13,459

Roadway Express                             $11,824

Akrochem Corp.                              $11,542

Keystone Health Plan East                   $10,623

Sovereign Bank                               $9,416

Progressive Metallizing & Machine            $7,500

Maillie, Falconiero & Company                $6,950

Air Dynamics                                 $6,365

Independnce Blue Cross                       $4,913

Hancock Engineering, Inc.                    $3,546

Tri-Starr Staffing                           $2,752

Rochester Midland Corp.                      $1,779

Grainger                                     $1,705

State Workers Insurance Fund                 $1,171


FC CBO: S&P Confirms B+ Rating on Class B Notes
-----------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by FC CBO II Ltd., a high-yield arbitrage CBO
originated in September 1998, on CreditWatch with positive
implications.  At the same time, the rating on the class B notes
is affirmed.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class A
notes since the last rating action in October 2004.  The primary
factor is an increase in the level of overcollateralization
available to support the notes.

Since the last rating action, the transaction has paid down
$76.561 million to the class A notes.

Standard and Poor's also noted that the class B notes have been
deferring interest due to failure of the class A interest coverage
test.  However, due to de-levering of the transaction and improved
recoveries, Standard and Poor's has affirmed its rating on the
class B notes.  According to the April 1, 2005, trustee report,
the class B overcollateralization ratio currently stands at
117.3%, surpassing the overcollateralization ratio at close.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for FC CBO II Ltd. to determine the level
of future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes.  The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating currently assigned
to the notes remains consistent with the credit enhancement
available.
   

              Rating Placed On Creditwatch Positive
                          FC CBO II Ltd.

                               Rating
                               ------     
                Class   To               From
                -----   --               ----
                  A     AA+/Watch Pos    AA+
   

                         Rating Affirmed
                          FC CBO II Ltd.

                         Class   Rating
                         -----   ------
                           B       B+


FEDERAL-MOGUL: CCR Wants Quigley Company Included in Settlement
---------------------------------------------------------------
The Center for Claims Resolution, on behalf of its member,
Pfizer, Inc., wants Quigley Company, Inc., added as a party to the
pending CCR Settlement Agreement.  Quigley Company is an affiliate
of Pfizer.

As reported in the Troubled Company Reporter on Apr. 12, 2005,
Federal-Mogul Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to approve a
proposed compromise and settlement between:

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

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

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

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

                       The CCR Litigation

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

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

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

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

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

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

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

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

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

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

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

    -- the cancellation and discharge of the Bonds, and

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

                         The CCR Settlement

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

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

The salient terms of the CCR Settlement Agreement are:

A. Payment of Settlement Amount

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

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

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

       (1) May 2, 2005; or

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

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

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

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

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

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

B. Cancellation of Bonds

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

C. Disbursements from Trust Amount

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

D. Dismissal of Pending Actions

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

E. Withdrawal of CCR Proofs of Claim

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

F. Waiver of Confirmation Objections

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

            Parties Okays Quigley's Addition as Party

The Debtors and all the original parties to the CCR Settlement
Agreement consent to the addition of Quigley Company as a
settling CCR member.  As a proposed non-material modification to
the CCR Settlement Agreement, the Debtors ask the Court to
approve Quigley Company's inclusion to the same extent as if
Quigley Company were an original signatory to and member of the
Agreement.

In substance, the only change made to the CCR Settlement
Agreement is that the Debtors and certain other parties will
issue a release in favor of Quigley Company and, in turn, will
receive a release from Quigley Company.

Quigley Company is a debtor-in-possession in a Chapter 11 case
pending before the U.S. Bankruptcy Court for the Southern
District of New York.  Therefore, Quigley Company must obtain the
New York Bankruptcy Court's authority to join in and issue the
release under the CCR Settlement Agreement.  

In the event the New York Court's approval order has not become
final and non-appealable by May 2, 2005, the contemplated
Settlement Payment Date:

    (i) the original parties to the CCR Settlement Agreement
        will proceed to implement the terms of the Agreement; and

   (ii) Quigley Company's rights and obligations under the CCR
        Settlement Agreement will vest thereafter when the order
        becomes final and non-appealable.


Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some $6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
US$10.15 billion in assets and $8.86 billion in liabilities.  At
Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925
billion stockholders' deficit.  (Federal-Mogul Bankruptcy
News, Issue No. 76; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FRANCISCO SANTIAGO: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Francisco Cruz Santiago
        Carretera 128 KM 3.9
        Barrio Diego Hernandez
        Yauco, Puerto Rico 00968

Bankruptcy Case No.: 05-02975

Chapter 11 Petition Date: April 6, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Chief Judge Gerardo Carlo Altieri

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office Of Carlos Rodriguez Ques
                  P.O. Box 9023115
                  San Juan, Puerto Rico 00902-3115
                  Tel: (787) 724-2867

Total Assets: $115,453

Total Debts: $1,174,771

Debtor's 13 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular                 Line of credit            $160,902
P.O. Box 70100
San Juan, PR 00936

Banco Popular de Puerto Rico  Flexi cuenta              $135,287
P.O. Box 70100                077-035941
San Juan, PR 00936

Internal Revenue Service      Social security           $130,000
Mercantil Plaza, Oficina 914
2 Ponce de Leon, Pda 27 1/2
San Juan, PR 00918

Ferreteria el Solar           Business debt              $35,805
el Almacigo, Inc.

Coop. A/C Caribe Coop.        Credit line                $25,361

Atlantic Steel Corp.          Supplies                   $19,657

Matcor, Inc.                  Supplier                   $14,425

Multi Steel Pipe &                                       $11,000

Department of Treasury        Taxes                       $8,500

Banco Popular de Puerto Rico                              $3,782

Jose William Suarez           Services                    $2,800

Municipality of Yauco         Municipal patents           $2,600

Transworld Systems Inc.       Business debt                 $901
Supplies, Inc.


GEORGIA GULF: Good Financial Profile Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Georgia
Gulf Corp. to stable from negative.  At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating and other
ratings on the company.

Atlanta, Georgia-based Georgia Gulf is a commodity chemical
producer and has $483 million of debt outstanding (including the
securitization of accounts receivable).

"The outlook revision recognizes the improvement to Georgia Gulf's
financial profile as a result of better operating performance and
continued debt reduction, and the expectation that good near-term
results will further strengthen credit protection measures," said
Standard & Poor's credit analyst Peter Kelly.

Earnings have benefited from favorable fundamentals in the
company's key chlorovinyls chain, including good demand and
pricing.

The rating action also incorporates Standard & Poor's expectation
that management will maintain a disciplined approach to:

    (1) capital expenditures,

    (2) acquisitions,

    (3) common stock repurchases,

    (4) dividends, and

    (5) other discretionary expenditures.

The ratings continue to reflect Georgia Gulf's somewhat aggressive
financial profile, which overshadows its satisfactory business
position as a low-cost commodity chemical producer.  Georgia Gulf
is an integrated producer of chlorovinyl products (about 66% of
sales) and aromatic chemicals (34% of sales).  In the chlorovinyl
chain, the company is a leading producer of vinyl chloride monomer
and PVC resin in North America and the second-largest manufacturer
of PVC compounds.

The company also produces and markets caustic soda. In the
aromatics chain, the firm is one of the top producers of cumene in
North America and a leading producer and merchant marketer of
phenol and acetone.

The chlorovinyls and aromatics chains are highly competitive
global businesses with moderate barriers to entry.  Product cycles
are volatile, and affected by the relationship between supply and
demand.  End markets are mature and cyclic.  Still, the divergence
in product cycles aids profitability and cash flow. In addition,
product diversity and good customer diversification offset a
concentration of sales in the North American market.  Earnings are
exposed to volatile energy and raw-material costs.

However, a competitive cost structure--attributed to good product
integration, efficient plants, and low overhead--supports
satisfactory operating performance during commodity chemical
cycles.  As a result, operating margins before depreciation and
amortization have averaged about 15% over the past seven years.


GS MORTGAGE: S&P Rates $1 Million Class K-PR Certs. at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's $656 billion
commercial mortgage pass-through certificates series 2005-GSFL
VII.

The preliminary ratings are based on information as of April 18,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    (1) the credit support provided by the subordinate classes of
        certificates,

    (2) the liquidity provided by the fiscal agent,

    (3) the economics of the underlying loans, and

    (4) the transaction structure of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.51x based on an
assumed 10.0% refinance constant, and a beginning and ending LTV
of 62.8%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/
      
      
                    Preliminary Ratings Assigned
                  GS Mortgage Securities Corp. II
     
         Class        Rating         Preliminary amount($)
         -----        ------         ---------------------
         A-1          AAA                      359,037,000
         A-2          AAA                      119,679,000
         B            AA+                       54,619,000
         C            AA-                       32,128,000
         D            A+                        16,065,000
         E            A-                        26,538,000
         F            BBB                       20,429,000
         G            BBB-                      14,077,396
         G-MV         BBB-                       9,457,345
         H-WG         BBB                          600,000
         J-WG         BBB-                       2,400,000
         K-PR         BB+                        1,000,000


HAWAIIAN TELCOM: S&P Rates $550 Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Hawaiian Telcom Communications Inc.  The outlook
is negative.

Simultaneously, Standard & Poor's assigned its 'B+' bank loan
rating to the company's $875 million secured credit facility.  A
recovery rating of '3' also was assigned to the loan, indicating
the expectation for meaningful recovery of principal (50%-80%) in
the event of a payment default.

In addition, a 'B-' rating was assigned to Hawaiian Telcom's $300
million senior notes due 2013 and $250 million senior subordinated
notes due 2015, to be issued under Rule 144A with registration
rights.  These notes are rated two notches below the corporate
credit rating because of the significant amount of secured debt in
the capital structure.

Upon completion of the acquisition of Verizon Hawaii Inc., which
will be merged into Hawaiian Telcom Communications, the corporate
credit rating of Verizon Hawaii Inc. will be withdrawn.  Also, the
rating on Verizon Hawaii's existing $300 million debentures will
be lowered to 'B+' (the same as the corporate credit rating) from
'A+', and removed from CreditWatch with negative implications.  

The acquisition of Verizon Hawaii by Hawaiian Telcom, which is
affiliated with The Carlyle Group, is expected to close by April
30, 2005.  Upon completion of the acquisition, the existing $300
million debentures will share in the collateral of the regulated
subsidiary's assets on a pari passu basis with the secured credit
facility.  These debentures will also be assigned a recovery
rating of '3'.

"The ratings on Hawaiian Telcom reflect the company's aggressive
financial policy, concentrated service area, potential accelerated
competition from cable telephony, and risks associated with
building a new back-office infrastructure," said Standard & Poor's
credit analyst Rosemarie Kalinowski.  "Tempering factors include
opportunity for growth in the long-distance and digital subscriber
line (DSL) segments, a dominant local market position, and an
experienced management team."

The company's financial policy is considered aggressive due to the
leveraging up of the capital structure to effectuate the $1.6
billion (including $300 million of assumed debt) acquisition of
Verizon Hawaii from Verizon Communications Inc. by The Carlyle
Group.  Pro forma for this transaction, debt to EBITDA is about
5.2x for 2004 -- higher than the metric for some of the company's
peers.  Any improvement in debt leverage will depend on Hawaiian
Telcom's ability to effectively compete against cable telephony,
successfully execute new retention initiatives (bundled
offerings), and develop new revenue-enhancing products.


HAYES LEMMERZ: Posts $62.3 Million Net Loss for Fiscal Year 2004
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) reported that
sales for the fiscal year ended January 31, 2005, rose 9.1% to
$2.24 billion, compared with $2.06 billion a year earlier, due
primarily to strong demand overseas and favorable currency
exchange rates.  Earnings from operations for the fiscal year were
$21.7 million, excluding fresh start accounting adjustments and
reorganization items, down from $43.9 million a year earlier.

"Higher iron and steel prices reduced earnings by $18 million for
the year and customer production volumes in North America were
lower, as well.  Given the impact of raw material costs, together
with overall difficult industry conditions, I am extremely pleased
with the progress we made on the operational initiatives to lower
costs and position Hayes Lemmerz for growth and improved earnings
in 2005 and beyond," said Curtis Clawson, President, CEO and
Chairman of the Board.

"During 2004, we continued our expansions in Thailand, the Czech
Republic, Mexico, Turkey and Brazil, closed our Howell, Michigan
aluminum wheel facility, and announced the potential divestiture
of our Commercial Highway Hub and Drum business.  In March 2005,
we announced the closure of our La Mirada, California aluminum
wheel facility.  Our dependence on the North American automotive
market continues to decrease, with over 50% of our sales now being
generated outside of North America.  We have product content on
all of the top ten selling platforms in Europe and on seven of the
top ten selling platforms in North America.  In addition, we have
made great strides in diversifying our customer portfolio by
decreasing sales to the Big 3 from 54% in fiscal 2001 to 44% in
fiscal 2004," said Mr. Clawson.

"We also executed a number of initiatives to strengthen our
balance sheet and improve our liquidity position.  In February
2004, we completed an equity offering that generated $117.0
million in net proceeds, of which $87.5 million was used to repay
existing debt.  In December 2004, we completed a $75.0 million
domestic accounts receivable securitization program to replace
early pay programs that were discontinued by certain domestic
OEMs.  In April 2005, we amended our credit agreement to provide
greater financial flexibility and to allow us to complete a new
term loan that generated an additional $75.0 million in corporate
liquidity.  These actions will facilitate the execution of our
corporate strategy and operational initiatives," Mr. Clawson
added.

The Company's cash flows from operations increased to $164.6
million in fiscal 2004, from $115.0 million in fiscal 2003.
Capital expenditures in fiscal 2004 were $158.7 million, compared
with $133.0 million in fiscal 2003.  The increased capital
expenditures enabled us to continue our low cost country expansion
strategy, meet demand for new vehicle platforms and support
maintenance and cost reduction programs.  Capital expenditures are
expected to be approximately $145 million in fiscal 2005.

The Company confirmed that it remains comfortable with its current
earnings guidance and outlook for 2005.  The Company expects total
revenue to be approximately $2.3 billion to $2.4 billion and
Adjusted EBITDA to be approximately $220 million to $235 million,
while free cash flow is expected to be slightly negative.

Mr. Clawson also noted that for 2005, the Company has negotiated
significant steel cost recoveries from customers, and will
continue to pass through aluminum price fluctuations to customers.

"As the only truly global aluminum and steel wheel manufacturer,
we have expanded our production capacity in low cost countries.  
This strategy paid off in 2004. Higher volumes in international
markets boosted sales $154 million, more than offsetting the $65
million reduction in OEM production requirements in North
America," Mr. Clawson said.

"We believe that our global presence, with low cost manufacturing
facilities on five continents, represents a significant strategic
advantage for us as the automotive industry continues to globalize
its production.  We have more plants that are closer to vehicle
manufacturing facilities than any other wheel and related
components manufacturer.  Most of our plants use state-of-the-art
technology that allows us to meet customers' needs for
technologically advanced wheels and components at a lower cost
than our competitors," he added.

For the fiscal year ending January 31, 2005, Hayes Lemmerz had a
net loss of $62.3 million, compared with a year-earlier profit of
$996.5 million.  The results are not comparable because the
Company emerged from Chapter 11 reorganization in 2003, resulting
in significant accounting items that do not reflect ongoing
business results.  The Company believes that earnings from
operations excluding one-time items, as reported above, provide
information that is most useful to investors to measure business
results.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


HAYES LEMMERZ: Names Christine Sweda as Director of Taxes
---------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ), reported the
appointment of Christine M. Sweda to the position of Director of
Taxes, reporting to James Yost, Vice President - Finance and Chief
Financial Officer.

Sweda comes to Hayes Lemmerz with a broad range of tax management
and manufacturing experience.  She most recently worked for
ArvinMeritor Inc. as Director of Domestic Tax, in Troy, Mich.
Prior to her seven-year tenure at ArvinMeritor, Sweda worked as a
Tax Manager for T&N Industries Inc., and in various positions at
Arthur Andersen LLP.

Sweda holds a Bachelor of Arts degree in Accountancy and a Master
of Business Administration degree from Michigan State University.
Sweda is also a Certified Public Accountant, licensed in Michigan.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


HOLLYWOOD ENTERTAINMENT: Moody's Confirms Low-B Ratings
-------------------------------------------------------
Moody's Investors Services confirmed the debt ratings of Hollywood
Entertainment.  The outlook is stable.

In addition, Moody's assigned first time ratings to Movie Gallery,
Inc., in connection with its proposed acquisition of Hollywood
Entertainment.   

On January 9, 2005, Movie Gallery executed a merger agreement
to acquire Hollywood Entertainment for $13.25 per share or
approximately $1 billion (including the retirement of
$384.2 million of debt but net of cash).  The acquisition will be
financed with $795 million of senior secured bank facilities,
$325 million of senior unsecured notes, and $185 million of on
balance sheet cash.  As a part of the acquisition, Movie Gallery
will tender for Hollywood Entertainment's $225million of senior
subordinated notes.  Shortly after this transaction, Movie Gallery
will also be acquiring VHQ Entertainment for $19.2 million.  VHQ
operates 61 stores in Canada as well as a website VHQonline.ca.

These ratings are assigned:

   -- Movie Gallery, Inc.

      * Senior Implied of B1;
      * $870 Million of Senior Secured Credit Facilities of B1;
      * $325 Million of Guaranteed Senior Notes of B2;
      * Issuer Rating of B3;
      * Speculative Grade Liquidity Rating of SGL-2.

These ratings are confirmed:

   -- Hollywood Entertainment Corp.

      * Senior Implied of B1;
      * Senior Secured Credit Facilities of Ba3;
      * Senior Subordinated Notes of B3;
      * Issuer Ratings of B2.

The senior implied, senior secured credit facilities, and issuer
ratings of Hollywood Entertainment Corp. will be withdrawn upon
completion of the acquisition by Movie Gallery.  The rating on the
senior subordinated notes will be withdrawn upon the tender of a
substantial portion of the notes.

The B1 rating for Movie Gallery reflects the amount of leverage
post transaction, low tangible asset coverage, and current
uncertainty regarding industry dynamics.  The video rental
industry has experienced very significant change driven by changes
in technology.  The industry is continuing to evolve as it faces
changes in consumer behavior as they trend towards "purchasing"
versus "renting" movies.  This trend has presented two challenges:
1) it has widened the scope of competitors to include Wal-Mart,
Target, and Best Buy and 2) it has placed pressure on industry
operating margins.  In addition, more consumers are opting to use
on-line rental programs, a trend which presents an additional
source of potential channel erosion for Movie Gallery, which does
not offer an on-line rental program in the United States.  
However, the lack of an on-line rental program has protected the
Movie Gallery operating margin as NetFlix and Blockbuster undergo
a pricing war in this channel.  Finally, the growth of video-on-
demand, should movie studios change their release window, could
also negatively impact Movie Gallery and other movie rental
retailers.

The rating also considers the good strategic fit of Hollywood
Entertainment and Movie Gallery with only 13% crossover in the
current store base.  The combination of the Movie Gallery and the
Hollywood Entertainment franchises will give the company the
number two market position behind Blockbuster in a highly
fragmented market.  Movie Gallery stores' focus on rural and
secondary markets provides a level of insulation from competitive
and industry threats, while cash flows will benefit from Hollywood
Entertainment's strong real estate locations.  The rating is also
supported by the combined companies operating margins, as well as
its strong free cash flow generation, which supports a reasonable
level of debt reduction.  In addition, the rating encompasses a
modest level of synergies from the elimination of duplicative back
office functions, as well as the migration of the Hollywood
Entertainment cost structure towards the Movie Gallery low cost
operator structure in back office areas.  The rating also reflects
Moody's expectation that the Movie Gallery management team will
maintain its historically prudent financial policies.

However, the rating also incorporates the execution risk
associated with this very significant acquisition.  While Movie
Gallery has been historically acquisitive, Hollywood Entertainment
will be by far its largest acquisition with 2,006 Hollywood
Entertainment stores and 715 Game Crazy stores at the end of 2004.   
In addition, integration and the realization of synergies could be
complicated by the length of time that Hollywood Entertainment has
been for sale and the departure of a number of key executives.

Proforma revenues for fiscal year 2004 were approximately
$2.572 billion.  EBITDA (adjusted for rental purchases and
amortization) was approximately $339.4 million generating EBITDA
margin of 13%.  Proforma for the transaction adjusted
debt/adjusted EBITDAR is 5.9x, free cash flow/total debt is 12.6%,
and total coverage is 2.7x.

Movie gallery is comfortably positioned at the B1 level and the
stable outlook reflects Moody's expectation that Movie Gallery
will be able to maintain credit metrics appropriate for the rating
category as well as adequate liquidity.  The ratings could move
upward should management demonstrate its ability to successfully
integrate the Hollywood Entertainment acquisition by maintaining
current performance levels, achieving its expected synergies, as
well as maintaining its current level of free cash flow to total
debt.  In addition, a rating upgrade would require adjusted
debt/adjusted EBITDAR to fall below 5.5x.  Ratings could move
downward should the integration of the acquisition not go smoothly
or should operating performance deteriorate causing free cash
flow/debt to fall below 8% and total coverage to fall below 1.5x.

The SGL-2 represents good liquidity.  The company's internally
generated cash flow and cash on hand will be sufficient to fund
its working capital, capital expenditures, dividends, scheduled
debt amortizations, and a 75% excess cash flow sweep.  The company
will have in place a $75 million revolving credit facility, which
is expected to be largely undrawn.  The company is expected to
have a modest cushion with its financial covenants.

The senior secured credit facilities consist of a $75MM 5 year
revolving credit facility due 2010, a $95MM 5 Year Term Loan A due
2010, and a $700MM 6 Year Term Loan B due 2011.  All the credit
facilities are secured by all tangible and intangible assets and
guaranteed by all domestic subsidiaries.  The senior secured
credit facilities are rated at the same level of the senior
implied due to the lack of tangible asset coverage and their size
and scale relative to the total capital structure.  The senior
unsecured guaranteed notes are notched down by one from the senior
implied rating due to their effective subordination to the credit
facilities in that they are unsecured.

Movie Gallery, headquartered in Dothan, Alabama is a leading
provider of in-home movie and game entertainment in the United
States.  After the transaction it will operate 4,649 stores in the
U.S. and Canada under the banners of Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ.  Proforma revenues for fiscal
year 2004 were approximately $2,571.8 Million.


HUFFY CORP: Hires Ernst & Young to Provide Tax Services
-------------------------------------------------------
Huffy Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, to employ Ernst & Young LLP as
their tax services providers, nunc pro tunc to January 28, 2005.

Ernst & Young will provide:

   Tax Advisory Services:

      a) work with appropriate Huffy personnel and agent in
         developing an understanding of the business objectives
         related to the chapter 11 cases including understanding
         restructuring alternatives and the tax impacts that may
         result from a change in the equity, capitalization and
         ownership of the shared of Huffy or its assets;

      b) assist and advise Huffy in its bankruptcy restructuring
         objectives and post-bankruptcy operations by determining
         an efficient tax manner to achieve these objectives,
         including, as needed, research and analysis of Internal
         Revenue Code sections, treasury regulations, case law and
         other relevant tax authority which could be applied to
         business valuation and restructuring models;

      c) provide tax advice regarding availability, limitations,
         preservation and enhancement of tax attributes, such as
         net operating losses and alternative minimum tax credits,      
         reduction of tax costs in connection with stock or asset
         sales, if any, assist with tax issues arising in the
         ordinary course of business while in bankruptcy, and, as
         needed, research, discussions and analysis of federal and
         state income and franchise tax issues arising during the
         bankruptcy period;

      d) analyze legal and other professional fees incurred during
         the bankruptcy period for purposes of determining future    
         deductibility of such costs;

      e) document, as appropriate or necessary, tax analysis,
         opinions, recommendations, conclusions and correspondence
         for any proposed restructuring alternative, bankruptcy
         tax issue or other tax matter described above;

      f) assist with voluntary disclosure procedures related to
         Creative Retail Services, Inc.;

      g) do research and consultations regarding Canadian
         withholding matters; and

      h) provide any additional tax consulting services as
         requested by Huffy.

   Tax Compliance Services:

      a) review the U.S. federal income tax return for Huffy and
         these state tax returns:

              * California,
              * Florida,
              * Georgia,
              * Illinois,
              * Michigan,
              * New York,
              * Tennessee,
              * Texas, and

      b) prepare the Canadian federal and provincial income tax
         returns for Gen-X Sports Canada, Inc.
     
   Income Tax Provision Assistance:

      a) review and update 2003 year-end income tax provision due
         to restatement;

      b) prepare and calculate requested by the Company for use in
         its preparation of its 2004 (and 2003 if required)
         quarterly and 2004 year-end tax provision (if required)   
         and book income tax accruals;

      c) review and make recommendations to the Company regarding
         its International, Federal, State and Local items of
         benefit or exposure;

      d) draft proposed adjusting of journal entries for review
         and approval by the Debtors;

      e) prepare and review rollforward of deferred tax balances
         to Dec. 31, 2004, for review and approval by the Debtors;
         and

      f) prepare and review draft of income tax footnote for
         review and approval by the Company.

Alan C. Greenwill, a partner at Ernst & Young, discloses his
Firm's professionals' current hourly rates for providing tax
advisory services:

              Designation                    Billing Rate    
              -----------                    ------------
      Partners/Principals/Directors          $500 - $700
      Senior Managers                        $450 - $550
      Managers                               $350 - $450
      Seniors                                $225 - $325
      Staff                                  $ 90 - $180

The Debtors will also pay Ernst & Young a flat fee of:

      * $19,000 for the review of the U.S. federal and state tax
        returns;

      * $8,000 for the preparation and review of the Canadian
        federal and provincial tax returns;

      * $15,000 for reviewing and updating the 2003 year-end
        income tax provision;

      * $10,000 per quarter for the preparation of any quarterly
        income tax provision; and

      * $35,000 for income tax provision services related to the
        2004 year-end provision.

To the best of the Debtors' knowledge, Ernst & Young doesn't hold
any interest materially adverse to the Debtors and their estates.

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


INDOSUEZ CAPITAL: Moody's May Upgrade Low-B Ratings After Review
----------------------------------------------------------------
Moody's Investors Service has taken action on notes issued by
Indosuez Capital Funding IIA, Limited, a collateralized debt
obligation issuance.  The tranches affected are:

   (1) U.S. $78,500,000 Class B1 Floating Rate Notes due 2010, and

   (2) U.S. $70,000,000 Class B2 Fixed Rate Notes due 2010.

The Class B1 Notes, currently rated Ba3, have been placed on watch
for possible upgrade, and the Class B2 Notes, currently rated Ba3,
have been placed on watch for possible upgrade.

According to Moody's, the rating action on the Class B1 Notes and
the Class B2 Notes is due, in part, to the continuing amortization
of the transaction since the end of the reinvestment period in
July 2003.

Moody's Investors Service has withdrawn its ratings of these
classes of notes issued by Indosuez Capital Funding IIA:

   (1) U.S. $306,000,000 Class A1 Floating Rate Notes due 2010,
       and

   (2) U.S. $300,000,000 Class A2 Revolving Floating Rate Notes
       due 2010.

Moody's explained that the rating withdrawals are due to
redemption of each class in full on the April 2005 payment date.

Rating Action:  Watchlist for Upgrade and Withdrawal

Issuer:         Indosuez Capital Funding IIA, Limited

Tranche:        U.S. $78,500,000 Class B1 Floating Rate Notes due
                2010

Prior Rating:   Ba3
Current Rating: Ba3 on watch for possible upgrade

Tranche:        U.S. $70,000,000 Class B2 Fixed Rate Notes due
                2010

Prior Rating:   Ba3
Current Rating: Ba3 on watch for possible upgrade

Tranche:        U.S. $306,000,000 Class A1 Floating Rate Notes due
                2010

Prior Rating:   Aaa
Current Rating: WR (withdrawn)

Tranche:        U.S. $300,000,000 Class A2 Revolving Floating Rate
                Notes due 2010

Prior Rating:   Aaa
Current Rating: WR (withdrawn)


KAISER ALUMINUM: Law Debenture Balks at Liquidating Plans
---------------------------------------------------------
Law Debenture Trust Company of New York is the Indenture Trustee'
under the Indenture dated as of February 1, 1993, under which
Kaiser Aluminum & Chemical Corporation issued certain notes
guaranteed by various debtor-subsidiaries of KACC, including
Alpart Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation.

Law Debenture objects to:

   * the Liquidation Plans' treatment of the 1993 Note Guarantees
     as subordinated;

   * the discrete subordination issues raised by Liverpool
     Limited Partnership; and

   * the discrete issue of the Liquidation Plans' treatment of
     Law Debenture's fees and expenses.

Law Debenture is the successor indenture trustee to State Street
Bank and Trust Company, which was, in turn, the successor to
First National Bank of Boston.

Monzack and Monaco, P.A. in Wilmington, Delaware, and Bingham
McCutchen, LLP, in Hartford, Connecticut, represent Law Debenture
in the Debtors' Chapter 11 proceedings.

       Treatment of 1993 Note Guarantees as Subordinated

According to Francis A. Monaco, Esq., at Monzack and Monaco,
P.A., it should go without saying that a careful analysis of what
is or is not included in the definition of "Senior Debt" is of
paramount importance to any potential lender, senior or junior.
The exact wording of the definition will determine the type and
amount of senior debt, which will be entitled to the benefits of
the subordination.

On February 1, 1993, KACC issued the 1993 Notes pursuant to the
1993 Indenture.  Pursuant to Section 16.01 of the 1993 Indenture,
the Subsidiary Guarantors guaranteed repayment of the 1993 Notes.
The 1993 Note Guarantees rank equally with all other obligations
of the Subsidiary Guarantors except for those obligations of the
Subsidiary Guarantors expressly encompassed within the definition
of "Senior Indebtedness."

Mr. Monaco tells the United States Bankruptcy Court for the
District of Delaware that, plainly and unambiguously, the term
"Senior Indebtedness" includes "downstream" guarantees issued by
the Subsidiary Guarantors.  Just as plainly and unambiguously, the
term "Senior Indebtedness" does not include "upstream" guarantees.

KACC subsequently issued the 9-7/8% Senior Notes and the 10-7/8%
Senior Notes.  The same Subsidiary Guarantors also guaranteed the
1994/96 Notes.  Because the 1994/96 Note Guarantees are upstream
guarantees, Mr. Monaco says they plainly and unambiguously do not
constitute Senior Indebtedness of the Subsidiary Guarantors.  As a
result, the 1993 Note Guarantees and the 1994/96 Note Guarantees
rank equally as unsecured obligations of the Subsidiary
Guarantors.

Mr. Monaco states that the Debtors, the 1994/96 Indenture
Trustee, the certain ad hoc group of holders of 1994/96 Notes, and
the Official Committee of Unsecured Creditors agree with Law
Debenture on two fundamental matters:

   (1) The 1993 Indenture is unambiguous; and

   (2) The 1993 Note Guarantees are subordinated to "Senior
       Indebtedness of the Subsidiary Guarantors."

Where the 1994/96 Parties fundamentally disagree, and the reason
for the dispute, is that the Parties assert that the 1994/96 Note
Guarantees are included within "Senior Indebtedness of the
Subsidiary Guarantors," and therefore are senior to the 1993 Note
Guarantees.  Because the 1994/96 Parties cannot seriously dispute
that "Senior Indebtedness" is limited to downstream guarantees,
they attempt to demonstrate that the subordination of the 1993
Note Guarantees to the 1994/96 Note Guarantees can be inferred
from various other sources.

Mr. Monaco asserts that the 1994/96 Parties twist the plain
meaning of other provisions of the 1993 Indenture that, in fact,
have nothing to do with the 1993 Note Guarantees or the
Subsidiary Guarantors.  "[The 1994/96 Parties] do this by seeking
to introduce dozens of inadmissible, irrelevant and self-serving
documents and affidavits in an attempt to avoid application of the
plain language of the 1993 Indenture itself, even though when
opposing parties agree that the document whose meaning they
dispute is not ambiguous, all they mean is that they are content
to have its meaning determined without the help of any extrinsic
evidence."  And, most desperately, the 1994/96 Parties dredge up
every equitable doctrine they can think of, hoping that the Court
will ignore the 1993 Indenture altogether in favor of the 1994/96
Parties' perception of "fairness."

Mr. Monaco describes the 1994/96 Parties' efforts to be nothing
more than the Shakespearean "sound and fury, signifying nothing,"
because the reality is so plainly in sight that it cannot be
ignored.

            Subordination Issues Raised By Liverpool

Mr. Monaco relates that in 1994, KACC entered into a series of
financing transactions -- Recapitalization -- which included:

     (i) the issuance of the 9-7/8% Senior Notes in the principal
         amount of $225 million pursuant to the 1994 Indenture;

    (ii) the issuance of 8 million shares of "Preferred
         Redeemable Increased Dividend Equity Securities" for net
         proceeds of $90.6 million; and

   (iii) the replacement of its existing 1989 Credit Agreement.

According to Mr. Monaco, Liverpool agrees with the arguments made
by Law Debenture in the Subordination Dispute that the 1994 Note
Guarantees are not downstream guarantees and, therefore, do not
generally fall within the definition in the 1993 Indenture of
"Senior Indebtedness."  However, Liverpool asserts that $100
million of the 1994 Note Guarantees is senior to the 1993 Note
Guarantees pursuant to separate provisions of "Senior
Indebtedness" definition that include replacements, refinancing,
etc., of the 1989 Credit Agreement.

Mr. Monaco notes that Kaiser Aluminum Corporation's 1993 Annual
Report does not share Liverpool's view.  The 1993 Annual Report
indicates that "[t]he 1994 Credit Agreement replaced the 1989
Credit Agreement."  Mr. Monaco tells Judge Fitzgerald that it was
the 1994 Credit Agreement, not the 1994 Notes, that replaced the
1989 Credit Agreement.  Accordingly, the $100 million, like the
rest of the 1994 Note Guarantees, does not constitute Senior
Indebtedness of the Subsidiary Guarantors and, therefore, does not
rank senior to the 1993 Note Guarantees.

Law Debenture believes that the burden of proof is on Liverpool to
demonstrate that the 1993 Indenture unambiguously subordinates the
1993 Note Guarantees to the $100 million, and Liverpool has not
come close to meeting that burden.

                    Fees and Expenses Issue

Mr. Monaco contends that the Liquidation Plans fail to make
distributions to Law Debenture in respect of its contractual
entitlement to fees, charges and expenses, including professional
fees.  Pursuant to the Liquidation Plans, the "Public Note
Distributable Consideration" is to be allocated between the 1993
Noteholders and the 1994/96 Noteholders, depending on the results
of the Subordination Dispute.

Should Law Debenture prevail in the Classification Dispute, Mr.
Monaco presupposes, then the 1993 Noteholders' share of the
Consideration will be distributed through Law Debenture and the
Fee Objection will be moot.  On the other had, should the 1994/96
Parties prevail in the Subordination Dispute, the Liquidation
Plans provide that 100% of the Consideration will be distributed
directly to the 1994/96 Noteholders through their indenture
trustees.

A distribution of 100% of the Consideration through the 1994/96
Indenture Trustee would circumvent Law Debenture's charging lien
for the Fees, in violation of the 1993 Indenture and applicable
law.  Regardless of the results of the Subordination Dispute, the
subordination provisions in the 1993 Indenture encompass only
distributions with respect to the 1993 Note Guarantees, not with
respect to the Fees.  Further, Rule 3021 of the Federal Rules of
Bankruptcy Procedure requires that all plan distributions in
respect of public debt securities be made in the first instance to
the relevant indenture trustee, thus permitting the trustee to
exercise its charging lien even if the trustee is thereafter
required to turn over the remaining of the distributions to a more
senior class of securities.

Mr. Monaco also points out that it is a sound policy to ensure
that the interests of public debt securityholders are
appropriately represented in Chapter 11 cases.

Accordingly, even if the Court determines that the 1993 Note
Guarantees are subordinated to the 1994/96 Note Guarantees, any
distribution under the Liquidation Plans on account of the 1993
Note Guarantees must still be made in the first instance to Law
Debenture.  On payment of any distributions, Law Debenture is
entitled to exercise its charging lien on the distributions until
its Fees are paid in full.  Thereafter, consistent with both the
1993 Indenture and the 1993 Note Guarantees or the holders of the
1994/96 Note Guarantees, depending on the resolution of the
Subordination Dispute.  Absent any treatment and preservation of
Law Debenture's charging lien, the Liquidation Plans cannot be
confirmed under Section 1129(a) or 1129(b) of the Bankruptcy
Code.

Furthermore, the proposed settlement with respect to the Parish of
St. James, State of Louisiana, Solid Waste Disposal Revenue Bonds
Series 1992, should either be rejected or be modified to provide
for the payment of Law Debenture's Fees just as it provides
payment of the 7-3/4% SWD Revenue Bond Indenture Trustee's fees.

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)


KAISER ALUMINUM: Cuts Spokane Revenue Bond Escrow to $2.3 Mil.
--------------------------------------------------------------
HSBC Bank USA, National Association, is the successor Indenture
Trustee under an Indenture of Trust, dated as of March 1, 1997,
between Industrial Development Corporation of Spokane County,
Washington, as Issuer, and First National Association, as
predecessor Indenture Trustee.  Pursuant to the Indenture,
Spokane County issued Solid Waste Disposal Revenue Bonds (Kaiser
Aluminum & Chemical Corporation Project) Series 1997 in the
aggregate principal amount of $19,000,000.

Pursuant to a Loan Agreement, the County loaned the proceeds of
the SWD Revenue Bonds to KACC to finance the costs of the
acquisition, construction, installation and equipping of solid
waste disposal facilities at the aluminum smelter facility owned
by KACC in Mead, Washington.

The SWD Revenue Bonds are secured by a pledge of the loan payments
received by the County from KACC under the Loan Agreement.  KACC
also granted a subordinated lien upon certain of its property
pursuant to a "Second Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing" as additional security for the
Bonds.  The Deed of Trust describes HSBC's lien on certain real
and personal property.

In 2004, KACC sought and obtained the United States Bankruptcy
Court for the District of Delaware's order approving the bidding
procedures for the sale of Parcels 1 and 7, located in
Mead, Washington, and certain related assets and intellectual
property.  Additionally, the Court authorized KACC to assume and
assign related executory contracts.  HSBC's collateral consists of
a portion of the assets contained within or comprising Parcel 1.  
An auction was subsequently held at which CDC Mead, LLC, submitted
the winning bid of $7.4 million for the Mead Assets.

HSBC objected to the Sale Motion, arguing that the Mead Assets
could not be sold free and clear of HSBC's lien unless there was
an allocation of the Sale Proceeds to the Collateral and a
valuation of that Collateral.  Alternatively, HSBC argued that if
the Court were to approve the sale of the Mead Assets free and
clear of its lien, then the Court should order the escrow of the
entire Sale Proceeds to protect its interests.

KACC argued that the Court should permit the sale of the Mead
Assets free and clear of HSBC's lien pursuant to Section 363(f) of
the Bankruptcy Code pending a valuation of the Collateral.  
Moreover, although it did not dispute that an escrow of funds may
be necessary to provide adequate protection to HSBC, KACC insisted
that it should only have to escrow $1.2 million of the Sale
Proceeds because HSBC's Collateral constitutes only a very small
portion of the Mead Assets.

In May 2004, Judge Fitzgerald approved the Sale Motion.  Because
the value of the Collateral had not yet been established, the
Sale Order required KACC to place in escrow $4 million as adequate
protection for any of HSBC's allowed secured claim until the Court
establishes the amount of HSBC's Claim.

At a hearing in July 2004, the Court established a process by
which the value of the Collateral would be established.  The
Court directed HSBC to deliver appraisals of the Collateral to
KACC, which KACC would decide to either accept or reject.  If
KACC rejected the appraisals, KACC was required to deliver its own
appraisals to HSBC by no later than October 11, 2004.  Ultimately,
KACC did not accept HSBC's appraisals and had its own appraisals
completed.  The Court thereafter scheduled an evidentiary hearing
to consider each party's appraisals and to determine the HSBC's
allowed secured claim amount.

After extensive negotiation between the parties, KACC and HSBC
reached a settlement that allows HSBC's secured claim at
$1.6 million plus a pro rata share of interest earned on the
escrow account from its inception through the date HSBC is paid.

In light of the Settlement, KACC and HSBC agree to adjust the
Escrow amount pursuant to the terms and conditions of a Court-
approved stipulation.  The parties agree that KACC is authorized
to reduce the Escrow to $2,275,000 plus a pro rata portion of the
interest earned on the Escrow, which by agreement of the parties
is deemed to be $20,000.  The $2,295,000 remaining in the Escrow
after the reduction will constitute adequate protection for the
amount of any allowed secured claim of HSBC.

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


KEYSTONE CONSOLIDATED: Midco Parties Want Rule 2004 Conducted
-------------------------------------------------------------
In January 2005, the Bankruptcy Court consolidated certain claims
into a single claim against each of Keystone Consolidated
Industries, Inc., and its debtor-affiliates -- The Midco Settling
Defendants and Midco Third Party Settling Defendants.  Midco's
claims relate to two industrial waste recycling storage and
disposal operation sites in Gary, Indiana.  The Debtors are
alleged to be responsible for waste disposal containing hazardous
substances.

In March 2005, the Debtors filed an objection to the claims
contending that they should be disallowed pursuant to 11 U.S.C.
Sec. 502(e)(1)(B) because they are "contingent claims for
reimbursement or contribution asserted by entities that are liable
with the Debtors," and "the amounts asserted by the claimants
. . . are not substantiated and are greatly overstated."  The
Midco Defendants disagree with that assessment of their claims.

To strengthen their case, The Midco Defendants ask the U.S.
Bankruptcy Court for the Eastern District of Wisconsin for
permission to conduct examinations pursuant Rule 2004 of the
Federal Rules of Bankruptcy Procedure against the Debtors.  

Specifically, the claimants want the Debtors to produce copies of:

   -- all insurance policies, primary and excess, purchased by or
      for the benefit of the Debtors that may provide coverage for
      losses sustained by the Debtors, or by the Claimants,
      relating to the sites;

   -- any and all settlement agreements relating to any and all
      insurance policies;

   -- any and all coverage charts depicting the Debtors' historic
      insurance portfolio; and

   -- copies of any and all settlement agreements entered into by
      the Debtors, related in any way to real estate or
      environmental liability.

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


KINETIC CONCEPTS: Moody's Lifts Ratings Due to Decreased Leverage
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Kinetic
Concepts, Inc.  The ratings outlook was also changed from stable
to positive.  The ratings upgrade reflects the decrease in the
company's leverage since the refinancing in the third quarter of
2003, continued favorable performance for the company and
continued favorable industry growth trends.

These ratings were affected:

   * Guaranteed senior secured revolving credit facility due 2009,
     upgraded to Ba3 from B1

   * Guaranteed senior secured term loan B due 2010, upgraded to
     Ba3 from B1

   * Guaranteed unsecured subordinated notes due 2013, upgraded to
     B2 from B3

   * Senior implied rating, upgraded to Ba3 from B1

   * Senior unsecured issuer rating, upgraded to B1 from B2

Additional positive factors supporting the ratings include
Kinetic's strong cash flow generation and excellent liquidity
profile.  The company was able to reduce debt by approximately
$240 million during fiscal 2004. Cash flow has benefited from the
rapid growth of the company's V.A.C. product line, which is
considered the leading brand in advanced wound care.  The company
is expected to generate sufficient cash flow from operations to
fund its working capital, capital expenditures and other cash
needs and will be firmly in compliance with applicable financial
covenants.

Risks and concerns reflected in the ratings include the increasing
concentration of revenues and cash flows from the V.A.C. product
line, the expectation of continued pricing pressure, including the
potential effect of reduced Medicare reimbursement resulting from
provisions of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003.  The ratings also consider the
potential for additional patent challenges to the company's V.A.C.
technology.  The company is currently involved in litigation with
one competitor and claims infringement of multiple claims under
two V.A.C. patents.

The positive outlook reflects the expectation that the company
will continue to experience positive operating results and see
continued growth in revenue from its V.A.C. product line.  This
growth is expected to result from continued enhancements to the
existing V.A.C. product portfolio as well as increased
commercialization of the products.  The company has demonstrated
that enhancements to the basic V.A.C. technology, such as the
V.A.C. Freedom, which can be used in a home care setting, can both
expand revenue generating ability and diversify revenue streams.  
Additionally, Moody's believes that the company will continue to
grow revenues through increased penetration into the wound care
market (estimated at approximately $3 billion for the U.S.) as
V.A.C. therapy is accepted as treatment for additional wound
types.

The company has a demonstrated track record of decreasing
leverage.  Continued reduction of debt and positive operating
performance would likely result in a further upgrade of the
ratings.  If Moody's believes the company will continue to
generate adjusted cash flow from operations to adjusted debt and
adjusted free cash flow to adjusted debt in excess of 20% and 10%,
respectively, Moody's could upgrade the ratings again.

Alternatively, there would be downward pressure on the ratings if
the company is not able to sustain a level of adjusted cash flow
from operations to adjusted debt in excess of 15%.

The company has continued to reduce leverage since the
recapitalization in 2003 through a combination of growth and debt
repayment.  At December 31, 2004, adjusted cash flow from
operations to adjusted debt was approximately 21% and adjusted
free cash flow to adjusted debt was approximately 6%.  EBIT
coverage of interest was approximately 4.7 times. Leverage,
defined as adjusted debt to EBITDAR, was about 2.2 times.

Moody's believes that further upside to Kinetic's ratings will
depend on management's appetite for further reduction of leverage
versus shareholder return objectives like the aforementioned
recapitalization.

Moody's believes that the use of EBITDA and related EBITDA ratios
as a single measure of cash flow without consideration of other
factors can be misleading.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas,
provides therapies for advanced wound healing and for the
treatment and prevention of complications suffered by patients as
the result of immobility.  Revenues for the year ended December
31, 2004 were approximately $992 million.


LE NATURE'S: Poor Performance Cues S&P to Junk Subordinated Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on beverage producer and
marketer Le Nature's Inc., to 'B' from 'B+'.  At the same time the
subordinated debt rating was lowered to 'CCC+' from 'B-'.  The
outlook is stable.  Le Nature's had about $280.6 million of total
debt and about $28 million of preferred stock at Dec. 31, 2004.

"The downgrade follows financial performance below Standard &
Poor's expectations in 2004," said Standard & Poor's credit
analyst Alison Birch.

Specifically, the company's lease-adjusted total debt and
preferred stock to EBITDA ratio did not fall to less than 3.5x in
2004, as required to maintain the prior rating.  Debt leverage
increased because of higher operating leases, and EBITDA was hurt
by higher-than-expected marketing and shipping costs.

The ratings on Latrobe, Pennsylvania-based Le Nature's reflect
its:

    (1) leveraged financial profile,

    (2) narrow product focus, and

    (3) small size.

The outlook is stable.  Given the company's relative size
disadvantage and well-below-average business risk profile,
Standard & Poor's expects Le Nature's to achieve and maintain
strong credit protection measures.  Standard & Poor's will
continue to monitor the company's debt covenant cushion as
covenants tighten in mid-2005.


LIFEPOINT HOSPITALS: Province Healthcare Tender Offer Expires
-------------------------------------------------------------
LifePoint Hospitals, Inc. (Nasdaq: LPNT) disclosed the expiration
of the previously announced cash tender offer by its wholly owned
subsidiary, Province Healthcare Company, to purchase any and all
of the $200 million outstanding principal amount of Province
Healthcare's 7-1/2% Senior Subordinated Notes due 2013.  The
tender offer expired at 12:00 midnight, New York City time, on
Friday, April 15, 2005.

Prior to the expiration of the tender offer, Province Healthcare
received tenders of $193,835,000 principal amount of notes,
representing approximately 97% of the principal amount of notes
outstanding prior to commencement of the tender offer.  All of the
notes were tendered prior to the expiration of the consent
solicitation that was commenced by Province Healthcare in
conjunction with the tender offer to effect certain amendments to
the indenture governing the notes and were purchased by Province
Healthcare on April 15, 2005.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect
to the notes. The tender offer and consent solicitation were made
solely by means of an Offer to Purchase and Consent Solicitation
Statement dated March 18, 2005.

LifePoint Hospitals, Inc., is a leading hospital company focused
on providing healthcare services in non-urban communities, with 50
hospitals, approximately 5,285 licensed beds and combined revenues
of approximately $1.9 billion in 2004.  Of the combined 50
hospitals, 46 are in markets where LifePoint Hospitals is the sole
community hospital provider.  LifePoint Hospitals' non-urban
operating strategy offers continued operational improvement by
focusing on its five core values: delivering high quality patient
care, supporting physicians, creating excellent workplaces for its
employees, providing community value and ensuring fiscal
responsibility.  Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with approximately 18,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Moody's Investors Service affirmed the ratings of LifePoint
Hospitals, Inc.'s proposed offering of a $1.550 million senior
secured credit facility in connection with its proposed
acquisition of Province Healthcare Company.  The ratings follow an
announcement by the company that the originally proposed senior
secured Term Loan B of $1,100 million would be increased to
$1,250 million.  The originally proposed $300 million revolving
credit facility will remain in place and undrawn.  Moody's also
affirmed the company's other ratings; the outlook remains stable.

Moody's had anticipated that LifePoint Hospitals, Inc., would
complete a second phase of financing in order to fund the
acquisition of Province.  Moody's now expects the financing of the
acquisition to be completed the through the increased credit
facility and cash on hand.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

    Affirmed Ba3 rating to proposed $1,250 million senior secured
     Term Loan B (originally proposed at $1,100 million)

    Affirmed Ba3 rating on proposed $300 million senior secured
     revolving credit facility

    Affirmed Ba3 senior implied rating

    Affirmed B2 senior unsecured issuer rating

LifePoint (former parent):

    Affirmed B3 rating on $221 million ($250 million prior to the
     repurchase of $29 million of notes during 2004) 4.50%
     convertible subordinated notes due 2009, rated B3

Moody's said the ratings outlook is stable.


LONE STAR: Earns $38.9 Million of Net Income in First Quarter
-------------------------------------------------------------
Lone Star Technologies, Inc., (NYSE: LSS) reported a record
$38.9 million quarterly net income for the first quarter of 2005.   
This compared to net income for the fourth quarter of 2004 of
$34.0 million.

The increase in the company's first quarter net income was largely
attributable to higher prices for its tubular products.  Steel
cost increases further moderated with average steel costs up
approximately 2% from the fourth quarter of 2004, compared to an
increase of approximately 7% in the fourth quarter over the third
quarter of 2004.

Total revenues were $297.8 million in the first quarter of 2005,
up 11% from the fourth quarter of 2004.  Oilfield revenues
increased 12% from the fourth quarter of 2004 to $221.4 million on
a 5% rise in average selling prices combined with a 6% increase in
shipment volumes.  The 7% rise in the number of active drilling
rigs from 1,243 at the end of 2004 to 1,331 at the end of the
first quarter also helped drive improved demand.

First quarter 2005 revenues from specialty tubing were up 13% from
the fourth quarter of 2004 to $52.8 million on 9% higher average
selling prices and 3% increased shipment volumes.  The increase in
average selling prices resulted from improved pricing with
original equipment manufacturers and continued healthy industrial
demand for precision mechanical tubing.  Revenues from flat
rolled steel and other products were essentially unchanged at
$23.6 million on similar volumes and prices compared to the fourth
quarter of 2004.

Lone Star's balance of cash and marketable securities at the end
of the first quarter of 2005 was $123.2 million.  In addition,
Lone Star's $125 million revolving credit facility remains
available.  Earnings before interest, taxes, depreciation and
amortization were $50.7 million in the first quarter of 2005.  

EBITDA is a non-GAAP liquidity measure commonly used by oilfield
service and supply companies.

Rhys J. Best, Lone Star's Chairman and Chief Executive Officer,
stated, "We are pleased with our record results, which reflect
continued robust demand for our premium oilfield products and our
continued focus on costs.  As a leading U.S. producer of high-
performance alloy casing products, Lone Star is particularly well-
positioned to benefit from the favorable industry trends that are
fueling this growth in OCTG demand, including the rise in the
percentage of active rigs drilling for natural gas, which
currently stands at 87%, and the increased use of hydraulic
fracturing techniques to improve production.  The combination of
our operations and our exclusive alliances manufacturing
capability will enable us to continue to meet the changing needs
of our customers as a single-source supplier of the broadest range
of oilfield casing and production tubing available in the market
today."

Lone Star Technologies, Inc.'s principal operating subsidiaries
manufacture, market and provide custom services related to
oilfield casing, tubing, couplings, and line pipe, specialty
tubing products used in a variety of applications, and flat rolled
steel and other tubular products.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 11, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas, Texas-based Lone Star Technologies, Inc., to
'BB-' from 'B+'.

At the same time, Standard & Poor's raised its subordinated debt
rating on the company to 'B' from 'B-'.  S&P says the outlook is
stable.  Lone Star had $150 million in rated debt outstanding as
of Dec. 31, 2004.


LOOK COMMS: Will Use Stock to Make Interest Payment on Debentures
-----------------------------------------------------------------
Look Communications Inc. (TSX Venture: LOK.SV and LOK.MV) intends
to issue and deliver subordinate voting shares of Look in payment
of interest due as of June 30, 2005 on its secured convertible
debentures then outstanding.  The debentures were issued in
February 2004 pursuant to the rights offering effected by Look, in
connection with which a final prospectus was filed on January 16,
2004.  This payment of the interest on the debentures in
subordinate voting shares of Look is subject to regulatory
approval, including that of the TSX Venture Exchange.

The debentures bear interest at a rate of 7% per year and will
mature in 2014.  Look pays interest on the debentures semi-
annually in arrears, on June 30 and December 30 of each year.  The
record date for the interest payment will be June 15, 2005.  The
number of subordinate voting shares issued and delivered in
payment of interest will be determined by Look in accordance with
the provisions of the secured trust indenture, dated January 30,
2004 subsequently amended on April 8, 2005, pursuant to which the
debentures were issued.

The debentures are direct obligations of Look and rank pari passu
with all other subordinated, secured obligations of Look.

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

In Looks' annual report, its management echoes its concerns stated
in its quarterly report ending August 31, 2004, over the ability
of the ability to continue as a going concern as it has incurred  
significant operating losses over the past two years.


LUNN 119TH LLC: Case Summary & 26 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Lunn 119th LLC
             4804 South Woodlawn
             Chicago, Illinois 60615

Bankruptcy Case No.: 05-11666

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lunn 26th LLC                              05-11672

Type of Business: An asbestos environmental cleanup proceeding
                  (Case No. 03-CH 15247) brought by the City of
                  Chicago is pending against the Debtors.  The
                  Debtors are affiliates of Robert J. Lunn, who is
                  the managing member of the LLCs.  Mr. Lunn filed
                  for chapter 11 protection on February 10, 2005
                  (Bankr. N.D. Ill. Case No. 05-04533).

Chapter 11 Petition Date: March 30, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtors' Counsel: David M. Neff, Esq.
                  DLA Piper Rudnick Gary Cary US LLP
                  203 North LaSalle Street
                  Chicago, Illinois 60601-1293
                  Tel: (312) 368-4000

                     Total Assets           Total Debts
                     ------------           -----------
Lunn 119th LLC   $10 Mil. to $50 Mil.   $10 Mil. to $50 Mil.
Lunn 26th LLC    $10 Mil. to $50 Mil.   $10 Mil. to $50 Mil.

A.  Lunn 119th LLC's 11 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Arthur H. Watson                 Loan                 $1,900,000
2362 Glen Echo Farm
Charlotsville, VA

Thomas H. Stone                  Loan                   $500,000
1780 Green Bay Road, Suite 202
Highland Park, IL 60035-3220

Harry R. Walton                  Trade Debt             $120,970
2510 Brooks Drive
Decatur, IL 62521
Tel: (217) 428-6782

Mid-America Asset                Trade Debt              $50,961
Management, Inc.
Two Mid-America Plaza, 3rd Floor
Oakbrook Terrace, IL 60181

OKW Architects                   Trade Debt              $19,352

Louik/                           Trade Debt              $13,910
Schneider & Associates, Inc.

Tire Grinders Transportation     Trade Debt              $11,035

Spaceco, Inc.                    Trade Debt               $7,851

Schenk, Annes,                   Trade Debt               $5,723
Brookman & Tepper, Ltd.

KARD                             Trade Debt               $5,233

L.A. Daniels, Inc.               Trade Debt               $3,373


B.  Lunn 26th LLC's 15 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Robert G. McLennan               Loan                   $500,000
c/o Beacon Management Company
1670 Wolf Road
Wheeling, IL 60610-2092

Thomas H. Stone                  Loan                   $500,000
1780 Green Bay Road, Suite 202
Highland Park, IL 60035-3220

C. Barry Montgomery              Loan                   $100,000
Williams Montgomery & John Ltd.
20 North Wacker Drive, Suite 2100
Chicago, IL 60606

Champion Environmental           Trade Debt              $92,688
Services, Inc.
38 West End Drive
Gilberts, IL 60136

Mid-America Asset                Trade Debt              $90,615
Management, Inc.
Two Mid-America Plaza, 3rd Floor
Oakbrook Terrace, IL 60181

ATC Associates, Inc.             Trade Debt              $31,817

OKW Architects                   Trade Debt              $18,957

Harry R. Walton                  Trade Debt               $7,916

Applied Real Estate              Trade Debt               $6,700
Analysis, Inc.

KARD                             Trade Debt               $5,110

Louik/                           Trade Debt               $4,736
Schneider & Associates, Inc.

L.A. Daniels, Inc.               Trade Debt               $1,201

C. Michelle Panovich             Trade Debt               $1,051

Spaceco, Inc.                    Trade Debt                 $916

Schenk, Annes,                   Trade Debt                 $633
Brookman & Tepper, Ltd.


MED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 Cases
-----------------------------------------------------------------
The Honorable Stan Bernstein of the U.S. Bankruptcy Court for the
Eastern District of New York formally closed the chapter 11 cases
filed by Trestle Corporation and Resource Pharmacy, Inc., on
March 31, 2005.  The two companies are affiliates under
liquidation in the bankruptcy case of Med Diversified, Inc.

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

Judge Bernstein's decision to close the bankruptcy cases of
Trestle Corp. and Resource Pharmacy is based on the request of
Craig R. Jalbert, the duly appointed Liquidating Agent for those
two companies.  Mr. Jalbert filed his request with the Court on
March 9, 2005.

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

   a) payments to all of Trestle Corp.'s and Resource Inc.'s
      administrative creditors have been fully disbursed,
      including claims for goods and services during the
      pendency of the two companies' cases and compensation of
      professionals authorized by the Court;

   b) payments to all priority unsecured creditors have been paid
      in full, and a final distribution to Trestle's and
      Resource's general unsecured creditors in accordance with
      their respective plans are completed, with Trestle's
      distribution approximately 32% of its claims complete, and
      Resource's distribution approximately 77% complete;

   c) all claims against the Debtors and pending motions have been
      resolved by final orders the Court, and there are no other
      motions, contested matters or adversary proceedings pending
      in Trestle's or Resource's cases.

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

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

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


MERRILL LYNCH: Moody's Puts Ba2 Rating on $25.64M Class B-5 Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned Aaa rating to the senior
certificates issued by Merrill Lynch Mortgage Investors Trust,
Series 2005-SL1, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by fixed-rate second lien subprime
mortgage loans acquired by Merrill Lynch Mortgage Capital Inc.
from various originators.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, overcollateralization and excess spread.  The
credit quality of the loan pool is in line with the average loan
pool backing recent second lien subprime securitizations.

Wilshire Credit Corporation, a wholly owned subsidiary of the
Seller (Merrill Lynch Mortgage Capital Inc., which is indirectly
owned by Merrill Lynch) will service the loans.  Moody's has
assigned a SQ2 servicer quality rating to Wilshire as a primary
servicer of subprime mortgage loans.

The complete rating actions are:

   * Class A, $387,158,000, rated Aaa
   * Class M-1, $53,843,000, rated Aa2
   * Class M-2, $15,668,000, rated Aa3
   * Class M-3, $29,058,000, rated A2
   * Class B-1, $14,244,000, rated A3
   * Class B-2, $11,680,000, rated Baa1
   * Class B-3, $15,668,000, rated Baa2
   * Class B-4, $12,819,000, rated Baa3
   * Class B-5, $25,639,000, rated Ba2


MIRANT CORP: SEC Says Injunction Should be a Separate Election
--------------------------------------------------------------
The Securities and Exchange Commission amends its objection to
Mirant Corporation and its debtor-affiliates' First Amended Joint
Plan and Disclosure Statement to reflect some key points that were
omitted or should be clarified.

As reported in the Troubled Company Reporter on Apr. 6, 2005, SEC
believes that the Debtors' Plan of Reorganization is facially
unconfirmable.  Thus, the Debtors cannot meet the requirements of
Section 1129(a)(1) of the Bankruptcy Code with respect to any
disclosure statement submitted in connection with the Plan.  In
addition, the SEC points out that the Plan and Disclosure
Statement contain several disclosure deficiencies, which should be
addressed before the Disclosure Statement can be approved.

John Richards Lee, Assistant Regional Director for the SEC, notes
that Article 17.19 of the Plan provides that all holders of
claims or equity interests will be permanently enjoined from
enforcing causes of action or claims against third parties,
including, the Debtors' current and former officers and
directors, employees, professionals and agents.  Mr. Lee observes
that the Debtors seek approval of a Plan provision that
permanently enjoins claims of creditors and interest holders
against non-debtor third parties.  "On its face, the Injunction
is contrary to controlling law and constitutes an impermissible
violation of Section 524(e) that renders the Plan unconfirmable,"
Mr. Lee says.

Moreover, Mr. Lee relates, the Debtors added a provision to
Article 10.10(g) of the Plan that states that indenture trustees'
fees and expenses "shall be subject to Bankruptcy Court approval
under section 1129(a)(4) of the Bankruptcy Code, to the extent
that section applies."  According to Mr. Lee, determination of
whether Section 1129(a)(4) should not be left for another day, as
it directly impacts the distribution to noteholders under the
Plan.  "Such an approach creates the illusion that the Court will
review the fees and expenses, when, in reality, the parties have
not acknowledged that Section 1129(a)(4) applies.  The Disclosure
Statement must clearly state whether their distribution is
subject to levy by the indenture trustees' fees and expenses and
the process by which indenture trustees' may assert their
charging lien.  It should not be the task of the noteholders to
try to determine whether Section 119(a)(4) applies.  Such
statements are not the 'adequate information' required by Section
1125 of the Bankruptcy Code and hence, should be deleted."

Thus, the SEC asks the Court to deny approval of the Disclosure
Statement unless:

    (i) the Injunction under Article 17.19 is deleted from the
        Plan or a mechanism is provided whereby creditors and
        shareholders may elect to grant the Injunction separate
        and apart from voting on the Plan; and

   (ii) the Plan provides for judicial scrutiny of indenture
        trustees' fees.

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


MIRANT CORP: Equity Committee Wants to Investigate Purchase Offers
------------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Mirant Corporation and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Northern District of Texas
for leave to conduct an investigation to obtain information
relating to three expressions of interest apparently communicated
to the Debtors regarding the purchase of certain of the Debtors'
assets.

The Equity Committee informs Judge Lynn that it recently became
aware that the Debtors had received at least three separate
proposals from parties considering the acquisition of the
Debtors' assets located in the Caribbean and in the Philippines.  
Disturbingly, the Equity Committee has been informed that
Citibank, N.A., a member of the Official Committee of Unsecured
Creditors of Mirant Corporation, was involved in two of those
expressions of interest, either as an advisor/financier, or as a
principal.  Citibank, or one of its affiliates, was a part of a
group of principals expressing interest in purchasing certain of
the Debtors' assets located in the Philippines.  A third
proposal, which appears not to involve Citibank, was for
acquisition of some or all of the Debtors' Philippine assets.

The Equity Committee has repeatedly requested that the Debtors
provide it with information and analyses relating to these three
expressions of interest, largely to no avail.  Given the impact
the proposals -- and the Board of Directors' treatment of the
proposals -- could have on the reorganization process, coupled
with the potential implications of Citibank's active
participation two of these proposals, the Equity Committee
contends that there is no justification for the Debtors' refusal
to provide this information.

                          Debtors Object

The Debtors contend that the Equity Committee's request is
unnecessarily duplicative of extensive discovery and
investigation that the Equity Committee has already undertaken in
connection with the upcoming Valuation Hearing.  The Debtors
insist that no additional or overlapping investigation, or
"fishing expedition," is necessary or warranted -- the Valuation
Hearing constitutes a contested matter which provides the Equity
Committee with the full panoply of discovery tools available
under Rule 9014 of the Federal Rules of Bankruptcy Procedure and
discovery rules applicable thereto.

The Committee's request should be denied with prejudice.

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


MIRANT CORP: Court Approves Cowlitz County Settlement Agreement
---------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approves a Stipulation of Value, dated January 6,
2005, and a Settlement Agreement, dated March 1, 2005, among
Debtor Mirant Mint Farm Generation, LLC, a Mirant Corporation
debtor-affiliate, the Treasurer of Cowlitz County, Washington, and
the Assessor of Cowlitz County.

Mint Farm is the owner of a partially constructed power plant in
Cowlitz County.  Before the Petition Date, the Debtors suspended
construction of the Mint Farm Plant as a result of the eroding
energy market.  The Mint Farm Plant project continues to remain
under suspension.  The Debtors are currently marketing the Mint
Farm Plant for sale.

                Assessments of the Mint Farm Plant
                    for Property Tax Purposes

The Mint Farm Plant includes:

   (i) real property identified for property tax purposes as
       parcel numbers 0-5360-3515 -- land and the improvements
       thereon -- and 0-5360-3516 -- land only; and

  (ii) personal property identified for property tax purposes as
       parcel number 2644-00002.

The Assessor valued the Mint Farm Plant for property tax purposes
at:

               Assessment Date            Value
               ---------------            -----
               January 1, 2002        $126,089,900
               January 1, 2003         $92,875,700
               January 1, 2004         $80,526,492

              Mint Farm's Appeals of the Assessments

In June 2004, Mint Farm initiated a lawsuit in the Superior Court
of the State of Washington, County of Cowlitz, against the
County.  Mint Farm sought a refund and the cancellation of
certain property taxes arising from the 2002 Assessment on the
basis that the 2002 Assessment greatly exceeded the true and fair
value of the Mint Farm Plant.  The lawsuit is currently pending.

Mint Farm also filed a petition with the Cowlitz County Board of
Equalization appealing the 2004 Assessment on the basis that the
2004 Assessment greatly exceeded the true and fair value of the
Mint Farm Plant.

The Debtors did not appeal or initiate a lawsuit in connection
with the 2003 Assessment.

               Outstanding Property Tax Obligations

As a result of the commencement of its Chapter 11 case, Mint Farm
did not pay to the County the prepetition portion of the property
taxes resulting from the 2002 Assessment and the prepetition
property taxes resulting from the 2003 Assessment.  As of the
Petition Date, Mint Farm owes the Treasurer $801,945 on account
of the 2002 Tax Debt and $1,221,867 on account of the 2003 Tax
Debt.

Mint Farm also owes the Treasurer $340,437 for property taxes
resulting from the 2004 Assessment, which became due April 1,
2005.

                    Settlement of the Appeals

The Debtors believe that the settlements embodied in the
Stipulation of Value and the Settlement Agreement are fair and
reasonable and benefit their estates.  Although the Debtors would
likely succeed in obtaining a reduction of the Assessments
through litigation, Robin Phelan, Esq., at Haynes & Boone, in
Dallas, Texas, explains that it is unclear whether the Debtors
could obtain reductions greater than those already embodied in
the 2004 Assessment Stipulation and the Settlement Agreement.  By
entering into the 2004 Assessment Stipulation and the Settlement
Agreement, the Debtors will receive the reductions of the
Assessments without the necessity of costly litigation.

The Debtors also believe the 2004 Assessment Stipulation and the
Settlement Agreement will benefit the estates by removing the
risk associated with uncertain litigation.  By entering into the
2004 Assessment Stipulation and the Settlement Agreement, the
Debtors will not only be required to pay lower property taxes
relating to the Mint Farm Plant but will also accrue interest at
a lower rate on outstanding property tax obligations, for
aggregate savings to their estates of approximately $1.6 million.

The Stipulation of Value settles Mint Farm's appeal of the 2004
Assessment.  The parties agree that the 2004 Assessment for the
Mint Farm Plant for the assessment year 2004 will be reduced by
$55,275,700, for aggregate property tax savings of approximately
$745,000.

The Settlement Agreement resolves Mint Farm's appeals of the 2002
and 2003 Assessments.  The parties agree to reduce the 2002
Assessment by $46,089,900, and the 2003 Assessment by
$22,875,700, for aggregate property tax savings of approximately
$890,000:

   Year   Original Assessment   Revised Assessment   Difference
   ----   -------------------   ------------------   ----------
   2002      $126,089,900          $80,000,000      $46,089,900
   2003       $92,875,700          $70,000,000      $22,875,700

The other relevant terms of the Settlement Agreement are:

   (a) The rate at which delinquent taxes accrue interest will be
       reduced from the state statutory rate of 12% per annum to
       6% per annum.

   (b) Mint Farm will pay the Treasurer $1,548,136 consisting of:

            $227,086, which will constitute full satisfaction of
                      the 2002 Tax Debt;

            $980,612, which will constitute full satisfaction of
                      the 2003 Tax Debt; and

            $340,437, which will constitute full satisfaction of
                      the 2004 Tax Debt.

   (c) Mint Farm will dismiss the 2002 Assessment Lawsuit with
       prejudice.

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


MIRANT CORP: Asks Court to Okay Wrightsville Sale Bidding Protocol
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates propose to establish
uniform bidding procedures in connection with the auction for the
sale of the Wrightsville Facility Assets.  

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

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

                    $85,000,000 Deal with AECC

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

The Debtors wants to subject the sale to a bidding process to
maximize the value of the Wrightsville Facility Assets.

                     Bidding Procedures

The Bidding Procedures are designed to maximize the sale of the
Assets for the Debtors' estates, creditors, and other interested
parties.

Only qualified bidders may submit bids for the Assets or otherwise
participate in the Auction.  To be a Qualified Bidder, potential
bidders must deliver:

   (a) an executed confidentiality agreement;

   (b) financial disclosure acceptable to the Debtors, which
       information will demonstrate the financial capability of
       the potential bidder to consummate the purchase of the
       Assets, and provide "adequate assurance of future
       performance," within the meaning of Section 365(f)(2)(B)
       of the Bankruptcy Code, of contracts to be assumed,
       including but not limited to immediately available cash,
       or a binding commitment for financing, adequate to pay no
       less than $87,750,000 at a closing;

   (c) evidence that the potential bidder has the internal
       authorizations and approvals necessary to engage in the
       transaction without the consent of any entity that has not
       already been obtained; and

   (d) a cashier check made payable to White & Case LLP, or cash,
       or an irrevocable letter of credit for $500,000.

Bids must be received by May 16, 2005 at 4:00 p.m., Prevailing
Eastern Standard Time.

To constitute a qualified competing bid, the bid must include an
executed definitive asset purchase and sale agreement made upon
terms and conditions substantially similar to those contained in
the agreement the Debtors entered into with Arkansas Electric
Cooperative Corporation.  It must be accompanied by a form of the
AECC Agreement that specifically sets forth those amendments and
modifications to the AECC Agreement, including price, terms,
agreements to be assumed, and liabilities not to be assumed,
which the bidder would propose if it were selected as the
Successful Bidder.

The Marked Agreement must provide for total net consideration to
the estates of not less than $87,750,000.  The Marked Agreement
must not be conditioned on the ability of the bidder to obtain
financing or the outcome of unperformed due diligence by the
bidder, provided, that a bid may be subject to the confirmation
of the accuracy and completeness of the specified representations
and warranties in all material respects at the closing of the
Asset Sale or the satisfaction of specified conditions in all
material respects at the Closing of the Asset Sale.

The Marked Agreement must be accompanied by a letter
affirmatively:

    -- setting forth the identity of the bidder, the contact
       information for the bidder, and full disclosure of any
       affiliates or insiders of the Debtors involved in the bid;

    -- stating that the bidder offers to purchase the Assets on
       the terms and conditions set forth in the Marked
       Agreement;

    -- summarizing the proposed consideration the bidder proposes
       to pay under the Marked Agreement;

    -- stating the aggregate value of the consideration the
       bidder proposes to pay under the Marked Agreement; and

    -- stating the form of the Deposit made by the bidder.

If the Debtors receive a Qualified Bid, the Debtors propose  
conducting the Auction on May 23, 2005, at 9:30 a.m. (Prevailing
Central Time) at the Fort Worth offices of Haynes and Boone, LLP,
or other place as the Debtors may designate.  Bidding at the
Auction will commence with the highest or otherwise best bid for
the Assets and continue in increments of not less than $500,000
until all parties have made their final offers.

At the Auction, the Debtors will (a) review each Qualified Bid or
Increased Bid on the basis of financial and contractual terms and
the factors relevant to the sale process, including those factors
affecting the speed and certainty of consummating the Asset Sale
and any obligations of the Debtors with respect to the Bid
Protections, and (b) identify which Qualified Bid or Increased
Bid constitutes the highest or otherwise best bid for the
Scheduled Assets at the Auction.  A Qualified Bidder making the
bid that is selected as the highest or otherwise best by the
Debtors will be considered the "Successful Bidder."

At the conclusion of the Auction and after review and
consideration, the Debtors will inform each of the Qualified
Bidders of the decision regarding who is a Successful Bidder.  If
for any reason a Successful Bidder fails to consummate the Asset
Sale, the Debtors reserve the right to consummate the Asset Sale
with the offeror of the second highest or otherwise best bid.

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)


MOVIE GALLERY: Canadian Unit Extends VHQ Ent. Offer Until May 16
----------------------------------------------------------------
Movie Gallery, Inc., (Nasdaq: MOVI) reported that its wholly owned
subsidiary, Movie Gallery Canada, Inc., has extended its offer to
purchase all of the outstanding common shares of VHQ
Entertainment, Inc. (Toronto: VHQ) for C$1.15 per share.

Prior to the originally scheduled expiration time of 5:00 p.m.
(Calgary time) on April 18, 2005, VHQ shareholders tendered
approximately 73.6% of the outstanding common stock, or
approximately 11,038,638 shares.  The offer has been extended and
is now open for acceptance until 5:00 p.m. (Calgary time) on
May 16, 2005 unless withdrawn or further extended by Movie
Gallery.
    
Movie Gallery, Inc. is the third-largest company in the specialty
video retail industry based on revenues and the second-largest in
the industry based n stores.  As of December 31, 2004, Movie
Gallery owned and operated 2,482 stores located primarily in the
rural and secondary markets throughout North America, including
over 200 stores in Canada.  Since the company's initial public
offering in August 1994, Movie Gallery has grown from 97 stores to
its present size through acquisitions and new store openings.

                         *     *     *
    
Moody's Investors Services assigned first time ratings to Movie
Gallery, Inc., in connection with its proposed acquisition of
Hollywood Entertainment.  Moody's says the outlook is stable.

These ratings are assigned:

   -- Movie Gallery, Inc.

      * Senior Implied of B1;
      * $870 Million of Senior Secured Credit Facilities of B1;
      * $325 Million of Guaranteed Senior Notes of B2;
      * Issuer Rating of B3;
      * Speculative Grade Liquidity Rating of SGL-2.


MOVIE GALLERY: Moody's Assigns Low-B Ratings to Senior Debts
------------------------------------------------------------
Moody's Investors Services assigned first time ratings to Movie
Gallery, Inc., in connection with its proposed acquisition of
Hollywood Entertainment.  In addition, Moody's confirmed the debt
ratings of Hollywood Entertainment.  The outlook is stable.

On January 9, 2005, Movie Gallery executed a merger agreement
to acquire Hollywood Entertainment for $13.25 per share or
approximately $1 billion (including the retirement of
$384.2 million of debt but net of cash).  The acquisition will be
financed with $795 million of senior secured bank facilities,
$325 million of senior unsecured notes, and $185 million of on
balance sheet cash.  As a part of the acquisition, Movie Gallery
will tender for Hollywood Entertainment's $225million of senior
subordinated notes.  Shortly after this transaction, Movie Gallery
will also be acquiring VHQ Entertainment for $19.2 million.  VHQ
operates 61 stores in Canada as well as a website VHQonline.ca.

These ratings are assigned:

   -- Movie Gallery, Inc.

      * Senior Implied of B1;
      * $870 Million of Senior Secured Credit Facilities of B1;
      * $325 Million of Guaranteed Senior Notes of B2;
      * Issuer Rating of B3;
      * Speculative Grade Liquidity Rating of SGL-2.

These ratings are confirmed:

   -- Hollywood Entertainment Corp.

      * Senior Implied of B1;
      * Senior Secured Credit Facilities of Ba3;
      * Senior Subordinated Notes of B3;
      * Issuer Ratings of B2.

The senior implied, senior secured credit facilities, and issuer
ratings of Hollywood Entertainment Corp. will be withdrawn upon
completion of the acquisition by Movie Gallery.  The rating on the
senior subordinated notes will be withdrawn upon the tender of a
substantial portion of the notes.

The B1 rating for Movie Gallery reflects the amount of leverage
post transaction, low tangible asset coverage, and current
uncertainty regarding industry dynamics.  The video rental
industry has experienced very significant change driven by changes
in technology.  The industry is continuing to evolve as it faces
changes in consumer behavior as they trend towards "purchasing"
versus "renting" movies.  This trend has presented two challenges:
1) it has widened the scope of competitors to include Wal-Mart,
Target, and Best Buy and 2) it has placed pressure on industry
operating margins.  In addition, more consumers are opting to use
on-line rental programs, a trend which presents an additional
source of potential channel erosion for Movie Gallery, which does
not offer an on-line rental program in the United States.  
However, the lack of an on-line rental program has protected the
Movie Gallery operating margin as NetFlix and Blockbuster undergo
a pricing war in this channel.  Finally, the growth of video-on-
demand, should movie studios change their release window, could
also negatively impact Movie Gallery and other movie rental
retailers.

The rating also considers the good strategic fit of Hollywood
Entertainment and Movie Gallery with only 13% crossover in the
current store base.  The combination of the Movie Gallery and the
Hollywood Entertainment franchises will give the company the
number two market position behind Blockbuster in a highly
fragmented market.  Movie Gallery stores' focus on rural and
secondary markets provides a level of insulation from competitive
and industry threats, while cash flows will benefit from Hollywood
Entertainment's strong real estate locations.  The rating is also
supported by the combined companies operating margins, as well as
its strong free cash flow generation, which supports a reasonable
level of debt reduction.  In addition, the rating encompasses a
modest level of synergies from the elimination of duplicative back
office functions, as well as the migration of the Hollywood
Entertainment cost structure towards the Movie Gallery low cost
operator structure in back office areas.  The rating also reflects
Moody's expectation that the Movie Gallery management team will
maintain its historically prudent financial policies.

However, the rating also incorporates the execution risk
associated with this very significant acquisition.  While Movie
Gallery has been historically acquisitive, Hollywood Entertainment
will be by far its largest acquisition with 2,006 Hollywood
Entertainment stores and 715 Game Crazy stores at the end of 2004.   
In addition, integration and the realization of synergies could be
complicated by the length of time that Hollywood Entertainment has
been for sale and the departure of a number of key executives.

Proforma revenues for fiscal year 2004 were approximately
$2.572 billion.  EBITDA (adjusted for rental purchases and
amortization) was approximately $339.4 million generating EBITDA
margin of 13%.  Proforma for the transaction adjusted
debt/adjusted EBITDAR is 5.9x, free cash flow/total debt is 12.6%,
and total coverage is 2.7x.

Movie gallery is comfortably positioned at the B1 level and the
stable outlook reflects Moody's expectation that Movie Gallery
will be able to maintain credit metrics appropriate for the rating
category as well as adequate liquidity.  The ratings could move
upward should management demonstrate its ability to successfully
integrate the Hollywood Entertainment acquisition by maintaining
current performance levels, achieving its expected synergies, as
well as maintaining its current level of free cash flow to total
debt.  In addition, a rating upgrade would require adjusted
debt/adjusted EBITDAR to fall below 5.5x.  Ratings could move
downward should the integration of the acquisition not go smoothly
or should operating performance deteriorate causing free cash
flow/debt to fall below 8% and total coverage to fall below 1.5x.

The SGL-2 represents good liquidity.  The company's internally
generated cash flow and cash on hand will be sufficient to fund
its working capital, capital expenditures, dividends, scheduled
debt amortizations, and a 75% excess cash flow sweep.  The company
will have in place a $75 million revolving credit facility, which
is expected to be largely undrawn.  The company is expected to
have a modest cushion with its financial covenants.

The senior secured credit facilities consist of a $75MM 5 year
revolving credit facility due 2010, a $95MM 5 Year Term Loan A due
2010, and a $700MM 6 Year Term Loan B due 2011.  All the credit
facilities are secured by all tangible and intangible assets and
guaranteed by all domestic subsidiaries.  The senior secured
credit facilities are rated at the same level of the senior
implied due to the lack of tangible asset coverage and their size
and scale relative to the total capital structure.  The senior
unsecured guaranteed notes are notched down by one from the senior
implied rating due to their effective subordination to the credit
facilities in that they are unsecured.

Movie Gallery, headquartered in Dothan, Alabama is a leading
provider of in-home movie and game entertainment in the United
States.  After the transaction it will operate 4,649 stores in the
U.S. and Canada under the banners of Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ.  Proforma revenues for fiscal
year 2004 were approximately $2,571.8 Million.


MOVIE GALLERY: S&P Rates Proposed $325 Mil. Sr. Unsec. Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Movie Gallery Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' rating to
Movie Gallery's proposed $870 million credit facility due in 2010
and 2011.  A recovery rating of '3' also was assigned to the
credit facility, indicating the expectation for meaningful
recovery of principal (50%-80%) in the event of a payment default.

In addition, a 'B-' rating was assigned to the company's proposed
$325 million senior unsecured floating-rate notes due 2012.  The
unsecured notes are rated two-notches below the corporate credit
rating because the holders are disadvantaged by the substantial
amount of priority debt ahead of the notes.  Proceeds from the
transactions will be used to finance the acquisition of Hollywood
Entertainment, to refinance existing indebtedness, and for general
corporate purposes.

"The ratings on Movie Gallery Inc. reflect the risks of operating
in a mature and declining video rental industry, the company's
dependence on decisions made by movie studios, increased operating
risk due to its acquisition of Hollywood Entertainment, its high
leverage, and the technology risks associated with delivery of
video movies to the home," said Standard & Poor's credit analyst
Diane Shand.

Movie Gallery's $1.2 billion acquisition of Hollywood will
transform it from a small growth company into a mature company
that generates meaningful cash flow.  The acquisition almost
doubles its store count and more than triples its revenues.
Although Movie Gallery management has significant experience
operating video rental stores and has been successful at
integrating small acquisitions, it could be challenged in
integrating this large acquisition.  Merging the two companies'
cultures, systems, and controls could prove difficult.  Movie
Gallery is attempting to minimize integration risk by operating
the stores as sister subsidiaries for the first few years and by
retaining Hollywood's operating management.


MUTUAL PROTECTIVE: AM Best Cuts Financial Strength Ratings to C++
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) of Mutual Protective Insurance Company
and its wholly owned subsidiary, Medico Life Insurance Company
(both headquartered in Omaha, NE), and revised the outlook to
stable from negative.

The downgrade of the rating primarily reflects Mutual Protective's
surplus deterioration reported in 2004, related to a significant
reserve charge taken at year-end, the resulting weak risk-adjusted
capitalization and its temporary discontinuation of all new sales
through both companies.  After performing reserve adequacy testing
on a block of the companies' long-term care policies--containing a
return on premium rider (ROP)--management discovered a substantial
deficiency.  Mutual Protective recognized this reserve deficiency
in its 2004 year-end financials, which had an impact on both
earnings and surplus levels.

Mutual Protective has taken numerous corrective actions, including
rate increase filings and an early benefit program aimed at the
ROP rider.  The early benefit program, which has been highly
successful to date will, however, have an implementation period
that could continue through the third quarter of 2005.  A.M. Best
also believes that it will take some time for these corrective
actions to take effect and for surplus to recover to the level
prior to the charge.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.  For more
information, visit A.M. Best's Web site at http://www.ambest.com/


MUZAK HOLDINGS: Posts $16.1 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Muzak Holdings LLC, the leading provider of business music
services in the United States, reported financial results for the
quarter and year ended December 31, 2004.

Music and other business services revenue for the quarter ended
December 31, 2004 was $46.9 million, a 4.2% increase, compared to
$45.1 million for the quarter ended December 31, 2003.  Equipment
sales and related services revenue remained flat at $16.7 million
during 2004.  As a result, total revenue for the quarter ended
December 31, 2004 was $63.6 million, a 3.1% increase, compared to
$61.7 million for the quarter ended December 31, 2003.

The Company evaluates its operating performance using several
measures, two of them being EBITDA (Earnings Before Interest,
Taxes, Depreciation, and Amortization) and EBITDA as defined in
our indentures, of which the primary difference is the exclusion
of non-cash items.  Since EBITDA as defined in the indentures is
used to determine our ability to incur additional indebtedness,
the Company believes it provides useful information to our
investors.  EBITDA was $9.6 million for the quarter ended
December 31, 2004 as compared to $17.9 million in the quarter
ended December 31, 2003.  EBITDA as defined in our indentures,
which excludes non-cash items, was $16.0 million, a decrease of
$1.9 million or 10.7% as compared to $17.9 million in the 2003
period.  EBITDA is not intended to be a performance measure that
should be regarded as an alternative to, or more meaningful than,
net income as a measure of performance, as determined in
accordance with generally accepted accounting principles, known as
GAAP.  Net loss for the quarter ended December 31, 2004 was
$16.1 million as compared to $9.0 million in the prior year.

The non-cash items excluded from EBITDA, as defined by our
indentures, were comprised primarily of a $6.0 million impairment
charge for deferred production costs.  Historically, the Company
incurred deferred production costs to create music programs for
future distribution to clients.  As a result of recent
technological enhancements in the Company's processes for creating
and distributing many of its core music programs, the use of
master recordings in the music creation and delivery process has
been substantially eliminated.

For the year ended December 31, 2004, the Company had music and
other business services revenue of $184.4 million, total revenue
of $245.9 million, EBITDA of $57.9 million, and EBITDA as defined
in the indentures of $65.4 million, representing increases
(decreases) of 5.4%, 4.6%, (15.5%), and (9.5%), respectively over
the comparable 2003 period.  Net loss increased to $46.1 million
in 2004 from $34.8 million in 2003.

"2004 has been a year of change for the Company. We rolled out
numerous initiatives, reorganized from a decentralized
geographical reporting structure to a functional reporting
structure, and centralized the administrative and certain
operational functions at headquarters.  We are continuing to work
through the challenges associated with our reorganization,"
commented Lon Otremba, Chief Executive Officer.

The Company finalized a new five-year license agreement with
Broadcast Music, Inc. on December 31, 2004.  The term of the
agreement is effective as of July 1, 2004 and provides for an
annual license fee of $6.0 million per annum.  BMI and the Company
have deemed the interim license rates for all periods prior to
July 1, 2004 to be final, and not subject to retroactive
adjustments.  The fourth quarter and year ended December 31, 2004
include $0.8 million and $1.6 million incremental costs, as
compared to the prior year, due to the new BMI agreement.

In addition, during the fourth quarter of 2004, the Company and
the American Society of Composers, Authors, and Publishers
advanced their conversations toward reaching a new five year music
license agreement.  The culmination of such efforts has resulted
in a recent agreement in principle that will result in more
favorable ASCAP license fees.  The Company anticipates that a
final license agreement will be executed during the second quarter
of 2005.

"We are pleased with our recent developments with the licensing
societies and these developments will eliminate future significant
legal fees in connection with rate court proceedings.  We also
recently renegotiated an equipment purchase commitment which will
enable us to improve working capital balances during 2005,"
commented Stephen Villa, Chief Operating Officer.

On April 15, 2005, the Company refinanced its existing Senior
Credit Facility with a $105.0 million term loan.  A portion of the
proceeds from the New Senior Credit Facility was used to repay in
full the outstanding term and revolving loans and associated
interest and to collateralize outstanding letters of credit under
the Company's then existing Senior Credit Facility, and to pay
related fees and expenses.  Total cash available, after giving
effect to this refinancing and to existing cash balances, is
approximately $27.2 million.  "The availability resulting from the
transaction, coupled with cash flows generated from operations,
provides us with adequate liquidity and flexibility to fund
operations for the foreseeable future," remarked Mr. Villa.

                        About the Company

Muzak enhances brands and creates experiences with AUDIO
ARCHITECTURE(TM) and MUZAK VOICE(TM).  More than 100 million
people hear Muzak programs each day.  The Company delivers music,
messaging, and sound system design through more than 200 sales and
service locations.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
Standard & Poor's Ratings Services placed all of its ratings on
Muzak Holdings LLC and its subsidiary, Muzak LLC, including the
'CCC+' corporate credit ratings, on CreditWatch with negative
implications.  The negative CreditWatch listing follows the
company's failure to file its 2004 Form 10-K by its March 31,
2005, deadline.  This is a breach in the terms of the company's
secured bank credit agreement, and failure to correct this breach
within 30 days would constitute an event of default.

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

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


NATIONAL EQUIPMENT: Unwilling to Pay Cure Amount for CIT Lease
--------------------------------------------------------------
Pursuant to the confirmed reorganization plan of National
Equipment Services, Inc., all unexpired leases and executory
contracts are assumed subject to the resolution of cure disputes.

CIT Group Equipment Financing leased certain construction
equipment to National Equipment.  In accordance with the Plan,
National sent CIT a cure notice saying the Debtor would remit
$26,194.  CIT objected to the cure amount and asserted that the
cure amount should be $487,074 for unpaid property taxes dating
back to 2000.

National Equipment asked CIT for more information about these old
tax bills.  CIT sent National Equipment copies of tax bills for
2000 to 2003 totaling $540,371.

National Equipment complains that the tax bills CIT is showing it
are four years old and were never disclosed until after the
Debtors' exit from chapter 11.  

National Equipment now asks the U.S. Bankruptcy Court for the
Northern District of Illinois to fix the cure amount at zero.  
National says it's not their fault CIT didn't comply with the
conditions under the lease agreement.  Further, by failing to
promptly bill, CIT, according to National, wittingly or
unwittingly denied it the chance to reject the lease while the
bankruptcy case was in progress.  

National Equipment indicates it will reject the lease should the
Court order a cure amount greater than zero.

Headquartered in Evanston, Illinois, National Equipment Services
-- http://nesrentals.com-- rents specialty and general equipment  
to industrial and construction end users.  The Company filed for
chapter 11 protection on June 27, 2003 (Bankr. N.D. Ill. Case No.
03-27626).  James A. Stempel, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
and assets of over $100 million each.  On Feb. 11, 2004, the
Company's plan of reorganization became effective.


NATIONS OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nations Outdoor Inc.
        fdba S.C. Sales, Inc.
        5885 165th Street
        Hugo, Minnesota 55038

Bankruptcy Case No.: 05-32114

Type of Business: The Debtor is a landscaping and snow removal
                  contractor.

Chapter 11 Petition Date: April 4, 2005

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: William I. Kampf
                  Henson & Efron, P.A.
                  220 South 6th Street, Suite 1800
                  Minneapolis, Minnesota 55402

Financial Condition as of April 4, 2005:

      Total Assets: $1,663,500

      Total Debts:  $2,472,285

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Aggregate Industries                           $42,482
2915 Waters Road #105
Eagan, MN 55121
Tel: (952) 423-7004

Tri-State Bobcat                               $41,216
2209 Phelps Road
Lino Lakes, MN 55038
Tel: (651) 407-3727

Blue Valley Sod                                $40,117
120 Sixth Avenue Southeast
Winnebago, MN 56098
Tel: (507) 526-4019

Hydrologic                                     $40,110
9835 10th Avenue North
Plymouth, MN 55441
Tel: (763) 542-1188

North American Salt Company                    $25,284

Sampson Sod Farms                              $24,863

Trenchers Plus                                 $24,583

Friendly Chevrolet                             $21,615

O'Neill, Grills & O'Neill                      $19,420

Harddrivers Inc.                               $19,037

McClintock Metal Fab                           $19,000

Rehbeins Black Dirt                            $17,796

Partek Supply Inc.                             $17,399

Waste Technology                               $17,193

Central Landscape                              $16,812

Olson Power & Equipment                        $15,466

Gertens                                        $14,918

Lube Tech                                      $14,238

Blue Cross Blue Shield                         $14,094

Monticello Block                               $13,496


NAVARRE CORP: Moody's Rates $165 Mil. Senior Secured Debts at B2
----------------------------------------------------------------
Moody's Investors Service assigned prospective ratings of B2 to
the senior secured bank credit facility of Navarre Corporation.   
The debt is being issued to finance the cash portion of Navarre's
acquisition of FUNimation as well as provide liquidity to the
company.  The previously rated $125 million senior unsecured note
rating was withdrawn.  These ratings were assigned:

   * $140 million senior secured term loan maturing 2011 rated
     (P) B2;

   * $25 million senior secured revolving credit facility maturing
     2010 rated (P) B2.

These ratings were affirmed:

   * Senior implied rating of B2
   * Senior unsecured issuer rating of B3
   * Speculative grade liquidity rating of SGL-2

This rating was withdrawn:

   * $125 million senior unsecured notes maturing 2012 rated B3

The outlook remains stable.

The ratings on the new bank facilities are subject to the review
of the final documentation.

The ratings reflect:

   (1) the risks associated with Navarre's transformation to a
       business model which puts greater emphasis on publishing
       away from the legacy distribution business;

   (2) M&A integration and execution risks for the FUNimation
       acquisition, the company's biggest acquisition made thus
       far;

   (3) reliance on key management personnel for both existing
       businesses and FUNimation;

   (4) low barriers to entry to Navarre's relatively small
       distribution business; and

   (5) concentration risks both on the customer and vendor side
       for its distribution business.

The ratings are supported by:

   (1) Navarre's track record in organically growing its
       distribution business;

   (2) relatively smooth integrations of the previous two
       acquisitions in publishing over the past three years;

   (3) adequate pro forma credit metrics with EBIT interest
       coverage exceeding 5.0x and debt to EBITDA at 2.6x;

   (4) Moody's expectation that Navarre's stand-alone business
       could support the current debt service with a moderate
       interest coverage; and

   (5) the company's record of healthy gross margins.

The stable outlook reflects the likelihood that Navarre will not
be able to meaningfully de-lever in the near-term as a result of
its anticipated cash flows.  The ratings or outlook could rise if
the company raises equity or begins generating significant free
cash flow to be used to de-lever the balance sheet.  Ratings could
fall if the company's liquidity declines or if the company's
financial results suffer as a result of poor integration of the
FUNimation acquisition.

Moody's expects the new bank credit facility to contain a 50%
excess cash flow sweep that would be reduced to 25% should
leverage fall from 2.6x following the acquisition to 2.25x.  The
excess cash flow sweep would be discontinued should Navarre's
leverage fall below 2.0x.  The new facility would further include
covenants related to maximum total leverage, maximum capital
expenditures, and minimum fixed charge coverage.  Moody's
anticipates that the new credit facility would be secured by
substantially all assets and would be guaranteed by all wholly
owned domestic subsidiaries.

Navarre's acquisition of FUNimation reflects the company's
continuing strategy of aggregating content to be sold through its
distribution operations.  Publishing operations, specifically
FUNimation, have higher margins than traditional distribution but
carry greater risk because up-front investments must be made to
acquire content that may fail to generate market demand.  The
ratings also incorporate the risk that additional acquisitions
would likely be made to further the company's aggregation
strategy, in which the company may overpay for properties or
simply misidentify property potential.  The acquisition of
FUNimation will add revenue of $70 million, or 12%, to Navarre's
existing revenue.

FUNimation is highly dependent on key management personnel, which
are critical to generating new license agreements with original
anime content producers in Japan.  The loss of those management
personnel would likely negatively impact the operations of
FUNimation and its ability to secure future anime licenses in the
future.  However, Moody's notes that key licensing agreements will
not expire for the next several years.  The recent volatility in
FUNimation's revenue highlights the risks associated with reliance
on key properties such as DragonBall and Yu-Gi-Oh!

Approximately 70% of Navarre's distribution sales are from PC
software, with concentration in internet security utilities.  This
allows the company to occupy a market segment, software
distribution to the retail market, which is currently not the key
focus of some of its larger competitors.  Though the company has
had a track record of consistently generating organic revenue
growth, barriers to entry in this niche market segment are not
high, especially for other distributors that are larger in size
and scale.

Navarre is able to generate a gross margin in excess of 10%,
consistently higher than those of its larger competitors due to
the profile of its vendors; however, operating margins are thin,
reflecting the lack of scale due to the small size of its
distribution business.  Nonetheless, the company's stand-alone
operating profit is expected to cover interest expense at about
2.2x.  FUNimation's profit contribution would raise the company's
interest coverage to greater than 5.0x.  Pro forma leverage is
reasonable at 2.6x fiscal 2005 EBITDA.

The speculative grade liquidity rating of SGL-2 reflects good
liquidity.  Moody's anticipates that the company will have cash
balances exceeding $40 million following the financing and
acquisition transactions.  Backup liquidity will be provided by a
$25 million revolving credit facility, reduced from $40 million
following the company's decision to pursue a senior secured bank
facility after the bond offering was cancelled.  Moody's expects
Navarre to generate neutral to positive free cash flow in fiscal
2006 because Moody's expects that the company will not have to
invest in working capital significantly following the increase in
accounts receivable and inventories in fiscal 2005.

Navarre, headquartered in New Hope, Minnesota, is a provider of
information technology distribution and media publishing services.   
Revenues were approximately $600 million for the latest twelve
months ended December 31, 2004.


NEOGENOMICS INC: Dec. 31 Balance Sheet Upside-Down by $426,655
--------------------------------------------------------------
NeoGenomics, Inc. (NASD OTC BB: NGNM) reported its results for the
year ending December 31, 2004.  During 2004 and the first three
months of 2005 the Company achieved many significant
accomplishments:

"During 2004 and early 2005, we believe we laid the groundwork to
begin a rapid expansion" stated Dr. Michael Dent, the Chairman of
the Board of NeoGenomics.  "Our new President, Bob Gasparini, has
made an immediately positive impact.  Although he has only been
with NeoGenomics since January, during the first quarter of 2005
we achieved a 61% sequential increase in our testing volumes
versus the fourth quarter of 2004.  We expect to announce our
first quarter financial results shortly."

Bob Gasparini, the Company's President, stated, "By opening up our
Fluorescence In-Situ Hybridization (FISH) testing platform in
December and our Flow Cytometry testing platform in February, we
are already starting to see the results of our bundled service
offering.  Many of our existing clients are now ordering 2-3
different types of test per oncology case, and we have found it
easier to market our services to larger institutional clients.  
Recently we began providing services to a large institutional
client outside FL and we are working on several other large
referral sources in the Eastern United States."

Steve Jones, the Company's acting Principal Financial Officer and
a Director, stated, "Our recently filed annual report on Form 10-
KSB is perhaps most notable for what's not included this year.  
After four years in a row of our auditor's report containing an
opinion questioning our ability to continue to operate as a "going
concern", I am happy to announce that the auditor's report for our
FY 2004 financial results does not contain a "going concern"
opinion.  This marks a substantial step in the Company's
evolution.  I attribute this change to our success in attracting
capital to our business model.  Over the last twelve months we
have raised $906,000 of equity capital and last month we were able
to refinance our existing indebtedness of $740,000 with a new
$1.5 million credit facility.  We believe that this new credit
facility should meet our capital requirements until such time as
we turn profitable on a monthly basis, which we expect to happen
in the third or fourth quarter of this year."

                        About the Company

NeoGenomics, Inc. -- http://www.neogenomics.org/-- is a clinical  
testing laboratory that offers genetic and molecular diagnostic
testing services to the oncology and perinatology markets.  
NeoGenomics is headquartered in Fort Myers, FL and services the
needs of the medical community.

At Dec. 31, 2004, NeoGenomics' balance sheet showed a $426,655
stockholders' deficit.


NUTRAQUEST INC: Has Until Oct. 11 to Remove State Court Actions
---------------------------------------------------------------
Nutraquest Inc. fka Cytodyne Technologies, Inc., developed and
marketed the dietary supplement Xenadrine RFA-1 to help people
lose weight and increase energy.  One of its components -- ephedra
-- has been the subject of public criticism due to its alleged
adverse reactions.  Because of this, the Debtor became a defendant
in approximately 170 lawsuits alleging personal injury tort and
wrongful death claims.  Currently, 52 of these cases are pending
in various state and federal courts.

Nutraquest sought and obtained an extension until Oct. 11, 2005,
from the U.S. Bankruptcy Court for the District of New Jersey of
its time to remove claims and causes of action in the pending
civil cases.  

Nutraquest needs to extend its removal deadline to prevent
unnecessary and anomalous forfeiture of its valuable removal
rights.  

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C., represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


ORMET CORP: Steelworkers Sue Affiliates for Unfair Labor Practices
------------------------------------------------------------------
The United Steelworkers of America filed two unfair labor charges
against Ormet Aluminum Mill Products Corporation and Ormet Primary
Aluminum Corporation with Region 8 of the National Labor Relations
Board, located in Cleveland.  Ormet's facilities are located in
Hannibal, Ohio.  

The Union contends that Ormet violated federal labor law by:

   -- unilaterally implementing changed terms and conditions of
      employment on November 22, 2004 when the strike began;

   -- refusing to provide information about replacement workers
      and contractors working in the plants;

   -- engaging in unlawful videotape surveillance of picketers;
      and

   -- sexually harassing female picketers through the conduct of
      guards at the Hannibal gates.

"Ormet management has been breaking the law throughout this labor
dispute and hiding behind the bankruptcy court to avoid
meaningfully participating in the collective bargaining process
with our members," said USWA District 1 Director David McCall.  
"Our members will not be discouraged by this illegal conduct and
will not be intimidated by threats and harassment of the
contractors and security guards that Ormet employs."

USWA District 1 Director David McCall added that Ormet management,
in addition to bargaining in bad faith with the USWA, has
displayed a complete disregard for the well-being of the Ohio
Valley communities near the Hannibal plants by continuing to do
business with companies owned by Norman Maienknecht, a
transportation contractor who was arrested for allegedly
threatening several USWA members with a shotgun.

About 1,200 members of USWA Locals 5724 and 5760 went on strike to
protest Ormet's unfair labor practices on November 22, 2004, when
the company implemented massive and unnecessary changes upon its
hourly workforce.

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum   
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


OWENS CORNING: Wants Until Dec. 5 to Make Lease-Related Decisions
-----------------------------------------------------------------
To avoid premature assumption of substantial, long-term
liabilities under certain leases or forfeiture of benefits with
some favorable leases, Owens Corning and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the time within which to assume, assume and assign, or reject
their unexpired non-residential real property leases, through and
including December 5, 2005.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors have made substantial and
consistent progress in evaluating 347 unexpired non-residential
real property leases.  They have rejected 75 leases and assumed
or assumed and assigned 22 others.

The Debtors are still party to around 165 Unexpired Leases, which
are mostly for space used by them for conducting the production,
warehousing, distribution, sales, sourcing, accounting and
general administrative functions that comprise their businesses,
and are important assets of their estates.

Mr. Pernick explains that the assumption or rejection decisions
are an integral part of the Debtors' reorganization process and
accordingly should be dealt with globally through the plan
confirmation process.  Certain developments in the Debtors'
bankruptcy cases have impacted the confirmation process.
Recently, Mr. Pernick relates, Judge Fullam issued a ruling
estimating the present and future asbestos liability of Owens
Corning at $7 billion.  The Debtors cannot predict at this
juncture whether any party will appeal Judge Fullam's ruling.  In
addition, oral argument on Credit Suisse First Boston's appeal
case regarding Judge Fullam's Order approving the substantial
consolidation of the Debtors' cases was heard on February 7,
2005, and a ruling is expected shortly.

Requiring the Debtors to assume or reject the Unexpired Leases at
this point in their cases may foreclose them or other parties
from pursuing plan modifications or alternative plan structures
that rely on different dispositions of some or all of the
Unexpired Leases than is presently contemplated, Mr. Pernick
adds.

Thus, the Debtors believe that an extension of the lease decision
deadline is consistent with the interests of their creditors and
is in accordance with Section 365(d)(4) of the Bankruptcy Code.
Lessors under the Debtors' Unexpired Leases may ask the Court, by
notice and motion, to shorten the Extension Period and specify a
period of time in which the Debtors must determine whether to
assume or reject an Unexpired Lease.

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


PARK PLACE: Moody's Places Ba1 Rating on $30.4M Class M-10 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in Park Place Securities Inc. Series
2005-WCH1 transaction, and ratings ranging from Aa1 to Ba1 to the
mezzanine certificates in the deal.


The securitization is backed by subprime, first lien and second
lien, mortgage loans originated through Ameriquest's wholesale
channel using underwriting guidelines that are slightly less
stringent than those used by Ameriquest's retail channel.  The
ratings are based primarily on the credit quality of the loans and
on various forms of credit enhancement including subordination,
overcollateralization, excess interest and allocation of losses.

Park Place deals are different from traditional Ameriquest deals
in that the master servicer will be a party other than Ameriquest.  
In this transaction, JPMorgan Chase Bank, N.A. will act as master
servicer and has engaged Chase Home Finance, LLC as its
subservicer, but future Park Place deals may involve different
servicing entities.  Moody's views Chase Home Finance as a strong
servicer of subprime loans, as evidenced by its SQ1 servicer
rating.

Ameriquest Mortgage Company is a specialty finance company engaged
in originating, purchasing and selling sub-prime mortgage loans.  
Ameriquest originates loans through more than 200 retail outlets,
primarily through telemarketing and direct mailing efforts, and
deals with more than 3,000 approved brokers.

The complete rating actions are:

   * A-1A $596,720,000 Aaa
   * A-1B $149,180,000 Aaa
   * A-2A $315,600,000 Aaa
   * A-2B $78,900,000 Aaa
   * A-3A $144,800,000 Aaa
   * A-3B $157,000,000 Aaa
   * A-3C $29,580,000 Aaa
   * A-3D $36,820,000 Aaa
   * M-1 $21,850,000 Aa1
   * M-2 $88,350,000 Aa2
   * M-3 $32,300,000 Aa3
   * M-4 $42,750,000 A1
   * M-5 $31,350,000 A2
   * M-6 $23,750,000 A3
   * M-7 $25,650,000 Baa1
   * M-8 $18,050,000 Baa2
   * M-9 $19,950,000 Baa3
   * M-10 $30,400,000 Ba1


PEDRO ZAYAS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtors: Pedro Zayas Zayas
         Alvilda Matos Torres
         HC 02 Box 5248
         Comerio, Puerto Rico 00782

Bankruptcy Case No.: 05-02830

Chapter 11 Petition Date: April 1, 2005

Court: District of Puerto Rico

Judge: Chief Judge Gerardo Carlo Altieri

Debtor's Counsel: Carlos Nazario Diaz, Esq.
                  Serrano Nazario & Assoc.
                  97 Esteban Padilla
                  Bayamon, Puerto Rico 00959
                  Tel: (787) 778-3181

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtors' Largest Unsecured Creditor:
                                 
   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Popular Auto                    Vehicle lease            $45,558
c/o Humberto Guzman Rodriguez   agreement
Martinez Odell & Calabria
P.O. Box 190998
San Juan, Puerto Rico 00919


PEGASUS SATELLITE: Wants to Dispose of De Minimis Property
----------------------------------------------------------
Pegasus Satellite Communications, Inc. want to abandon certain
personal property and sell certain de minimis assets outside the
ordinary course of business, free and clear of liens, claims,
interests and encumbrances.

As previously reported, the Debtors employed Garcel, Inc., doing
business as the Great American Group to conduct an auction of
their personal property.

However, certain personal property were not sold and remain in the
Debtors' possession.  The remaining available properties include:

      (i) the Debtors' tradeshow items that they previously
          utilized in their Direct Broadcast Satellite business,
          which include, among other things, various pieces of
          electronic equipment, silk floral arrangements, mission
          statements, various framed photos, various signs and
          various pieces of furniture, which are currently stored
          at a storage facility in Las Vegas;

     (ii) a 1997 Dodge Intrepid, VIN 2B3HD46FXVH702051, currently
          located in Cincinnati, Ohio;

    (iii) a 1999 Ford Ecoline E150 Cargo Van, VIN
          1FTRE142XXHC19800, currently located in Summerdale,
          Alabama; and

     (iv) a 1993 Custom cargo trailer, VIN KS112790, currently
          located in San Antonio, Texas.

                            Abandonment

The Debtors have determined that the Tradeshow Items and the
Intrepid are of inconsequential value or are burdensome to their
estates.

Accordingly, the Debtors seek the United States Bankruptcy Court
for the District of Maine's authority to abandon the Tradeshow
Items to Czarnowski Exhibit Service, a warehouse company that has
agreed to take charge of the Tradeshow Items and dispose of any
Tradeshow Items located at that certain storage facility in Las
Vegas.  Czarnowski Exhibit Service has estimated it will cost
$1,728 to take charge of and dispose of, as needed, the Tradeshow
Items currently stored at the Las Vegas Facility.

By abandoning the Tradeshow Items, the Debtors will save $3,600
per quarter in storage fees that they otherwise would have
incurred and which are currently being incurred each quarter to
store the Tradeshow Items.

The Intrepid was previously utilized by the Debtors in their
former DBS business.  As the Intrepid is located in an area where
the Debtors no longer have operations or personnel, the Debtors
will save money by abandoning the Intrepid rather than continuing
to be financially responsible for the Intrepid.

Accordingly, the Debtors seek the Court's authority to abandon the
Intrepid and transfer title to Ed Hautman, a former employee of
the Debtors.  The Intrepid has 123,000 miles on it and is in need
of repairs.  The Intrepid is currently in Mr. Hautman's
possession, and he has agreed to waive any past due storage fees
as well as costs or expenses incurred by him to remove or dispose
of the Intrepid.  In addition, Mr. Hautman will have no claim
against any of the Debtors for any costs or expenses related to
the removal or disposal of the Intrepid.

                              Sale

The Debtors, through their own efforts, have found certain buyers
who have agreed to purchase the Cargo Van and Trailer.
Therefore, the Debtors seek the Court's authority to sell the
Cargo Van and Trailer outside the ordinary course of business,
free and clear of any liens, claims and encumbrances.

Both the Cargo Van and the Trailer are of de minimis value.  The
Debtors will sell the Cargo Van to Daryl Walton, a former Pegasus
dealer located in Summerdale, Alabama, for $3,000.  The Cargo Van
is currently in Daryl Walton's possession, and he has agreed to
waive any past due storage fees as well as costs or expenses
incurred by him to take title to the Cargo Van.  In addition,
Daryl Walton will have no claim against any of the Debtors for any
costs or expenses related to the sale of the Cargo Van.

The Debtors will sell the Trailer to Pegasus Broadband
Communications, LLC, for $500.  Pegasus Broadband Communications,
LLC has agreed to pay any past due storage fees to the storage
facility, S&R Boat & RV Storage, in San Antonio, Texas, where the
Trailer is currently located, as well as costs or expenses
incurred by it to transfer title of the Trailer that is to be sold
to it.  Pegasus Broadband Communications will have no claim
against any of the Debtors or their estates for any costs or
expenses related to the sale of the Trailer.

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)


PONDERSOSA PINE: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Ponderosa Pine Energy, LLC
             67 Park Place East
             Morristown, New Jersey 07960

Bankruptcy Case No.: 05-22068

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Ponderosa Pine Energy Texas Partners, Ltd.    05-22055
      Ponderosa Pine Energy, Inc.                   05-22058
      Empeco VII-TX3, LLC                           05-22062
      IGC Brazos, L.L.C.                            05-22065
      DPC Ponderosa, LLC                            05-22070

Type of Business: The Debtors are utility companies that supply
                  electricity and steam.  Pondersosa Pine Energy
                  Partners, Ltd., an affiliate, filed for chapter
                  11 protection on April 8, 2005 (Bankr. D. N.J.
                  Case No. 05-21444).

Chapter 11 Petition Date: April 14, 2005

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Mary E. Seymour, Esq.
                  Sharon L. Levine, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2376

Financial Condition as of November 30, 2004:

                              Total Assets     Total Debts
                              ------------     -----------
Ponderosa Pine Energy, LLC    More than        More than
                              $100 Million     $100 Million

Ponderosa Pine Energy         More than        Less than $50,000
Texas Partners, Ltd.          $100 Million

Ponderosa Pine                $1 Million to    Less than $50,000
Energy, Inc.                  $10 Million

Empeco VII-TX3, LLC           $10 Million to   Less than $50,000
                              $50 Million

IGC Brazos, L.L.C.            $10 Million to   Less than $50,000
                              $50 Million

DPC Ponderosa, LLC            Less than        Less than $50,000
                              $50,000

Ponderosa Pine Energy, LLC's 6 Largest Unsecured Creditors:

   Entity                        Natureof Claim     Claim Amount
   ------                        --------------     ------------
Nixon Peabody LLP                Attorneys Fees         $500,000
437 Madison Avenue
New York, NY 10022

Chadbourne & Parke LLP           Attorneys Fees         $100,000
30 Rockfeller Plaza
New York, NY 10019

Paul, Hastings,                  Attorneys Fees          $50,000
Janofsky & Waker LLP
75 East 55th Street
New York, NY 10022

Price Waterhouse Cooper          Audit & Tax             $44,600
400 Campus Drive                 Professional Services
P.O. Box 988
Florham Park, NJ 07932

Delta Power Company, LLC         Management              $35,000
67 Park Place East
Morristown, NJ 07960

Law Office of J. Gregg Coontz    Attorneys Fees           $1,000
217 Market Street
Burleson, TX 76028


PORT TOWNSEND: Liquidity Concerns Cue S&P to Lower Ratings to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Port Townsend Paper Corp. to 'B-' from 'B'.  At the same
time, Standard & Poor's lowered its rating on Port Townsend's 11%
senior secured notes due April 15, 2011, to 'B-' from 'B'.  The
outlook is negative.

"The downgrade reflects our concerns regarding the company's
liquidity position in light of continued upward pressure on energy
and fiber costs and the possibility that price increases announced
by several industry participants may not be fully realized," said
Standard & Poor's credit analyst Dominick D'Ascoli.  Liquidity was
$14 million on Dec. 31, 2004.

Standard & Poor's estimates liquidity has declined substantially
since Dec. 31, 2004, as cost pressures have continued and a $7
million interest payment on the company's 11% senior secured notes
was made on April 15, 2005.  With continued cost pressures and
thin liquidity, the Port Townsend, Washington-based company is
very vulnerable to any sort of operating disruption or the failure
of announced price increases to be fully realized.

The ratings on Port Townsend reflect:

    (1) a modest scope of operations in the highly cyclical,
        commodity-like paper-based packaging market,

    (2) rising cost pressures,

    (3) very aggressive debt leverage,

    (4) thin liquidity, and

    (5) delays in filing 2004 audited financial statements.

Port Townsend is a small manufacturer of packaging products
focused on selling corrugated boxes and kraft paper to customers
located near its five manufacturing facilities in Washington state
and British Columbia.  It also sells pulp and containerboard at
low margins through third-party brokers.


PROFESSIONAL AIRCRAFT: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Professional Aircraft Services, Inc.
        P.O. Box 37688
        San Juan, Puerto Rico 00937

Bankruptcy Case No.: 05-02696

Debtor affiliates which filed for separate chapter 11 petitions
last year:

      Entity                                     Case No.
      ------                                     --------
Ponce Airline Services, Inc.                     04-11340
Grupo Diamante, Inc.                             04-11341
PAS Fueling, Inc.                                04-11342

Type of Business: The Debtor provides air transportation and
                  cargo services.  

Chapter 11 Petition Date: March 29, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Chief Judge Gerardo Carlo Altieri

Debtor's Counsel: Wallace Vazquez Sanabria, Esq.
                  17 Mexico Street Suite D-1
                  San Juan, Puerto Rico 00917

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

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Unsecured value:          $489,187
Philadelphia, PA 19255        $489,187

Departmento de Hacienda       Unsecured value:          $377,591
Negociado de Contribucion     $377,591
P.O. Box 2501
San Juan, Puerto Rico 00902

Autoridad de Puertos                                     $66,018
P.O. Box 362829
San Juan, Puerto Rico 00936

Caribbean Airport Facilities                             $51,000

Humana Insurance of PR, Inc.                             $30,052

FedEx                                                    $24,044

COSVI                                                    $19,766

BFI Browning-Ferns Industries                            $13,007

Centro Piezas Plus                                        $9,217

Cingular Wireless                                         $9,118

Multi Ventas y Servicios                                  $6,819

Werb & Sullivan                                           $6,555

A D P, Inc.                                               $6,464

P & R New Equipment                                       $6,215

Gino Negretti Lavergne                                    $6,131

Lanier Puerto Rico, Inc.                                  $5,472

Gonzalez Tigera Warehouse Dist                            $5,161

Equant Network Services, Inc.                             $5,000

RC Auto Distributors                                      $4,327

RJ Warehouse Distributors                                 $4,058


PROLONG INT'L: Auditors Express Going Concern Doubt in Form 10-K
----------------------------------------------------------------
Prolong International Corporation (Amex: PRL), a technology driven
holding company and parent of Prolong Super Lubricants, Inc.,
reported its financial results for the year ended December 31,
2004.

The Company reported a net loss of $2.86 million on net sales of
$7.9 million for the year ended December 31, 2004, compared to a
net loss of $2.2 million on net sales of $8.35 million for the
year ended December 31, 2003.

"Our sales and marketing team worked very hard last year to
maintain our core base of prestigious Prolong distributors;
companies including Wal-Mart, AutoZone, CSK Auto, Pep Boys, NAPA,
Meijer's and Canadian Tire," said Elton Alderman, CEO.  "We not
only maintained these customers in the face of tenacious
competition, but we were able to add to our list with the
introduction of Advance Auto Parts and its 2,612 stores, who we
began shipping to in January 2005.  The Company produced an
aggressive, long-form television ad and ran it for a good part of
the year; however, while it helped to boost sales in its viewing
markets, we had much higher expectations for its contribution to
direct sales."

Mr. Alderman continued, "Quite simply, we need to increase sales,
while sharply controlling the expense of securing those sales.  To
do so, we are working hard to increase our points of distribution
in the commercial trucking and industrial machinery markets where
our Prolong products have historically proved themselves to be
expense reducing and problem solving products for businesses,
factories, farms and government agencies.  The company has begun
introducing its motor oils and its new oil stabilizer products to
its commercial, industrial, consumer and international
distributors and end users.  I am very encouraged by the start.

"We intend to build a portfolio of the country's greatest
industrial and commercial parts suppliers as our distributors,
just like we developed relationships with the premier automotive
aftermarket distribution organizations.  During late 2004, the
Company secured Fastenal, Inc., with over 1,550 locations, as its
first major industrial and construction supply distributor.  We
believe this is the template for increasing sales of products
containing the patented Prolong technology.  We believe our new
products, when added to existing Prolong products like greases,
penetrant sprays, gear lubes and cutting fluids, can help generate
the increased sales we seek.

"Our international customer base and international sales continued
to grow as we secured additional customers within China, Japan,
Malaysia, Chile and Mexico during 2004.  We expect to continue
adding new international distributors for all of our Prolong
products and we anticipate finding acceptance of our new motor
oils and oil stabilizer in international markets.  In addition,
our recently revamped web site -- http://www.prolong.com/-- has  
been well received by visitors and is proving effective in
supporting all of our Prolong business."

                       Going Concern Doubt

Mr. Alderman said, "We started off the year 2004 expecting higher
sales and better financial results than were achieved.  Within
this year's annual audited financial statements, the Company's
independent auditors have provided their opinion that the
financial statements of the Company present fairly, in all
material respects, the financial position of the Company and are
in conformity with generally accepted accounting principles.  They
have also expressed their opinion to management that the company
needs to add to its working capital through new borrowings,
additional equity or a combination thereof, in order to assure
adequate liquidity for ongoing and continued business operations,
as the Company's past losses and working capital deficiencies
raise substantial doubt about its ability to continue as a going
concern.  The Company's board and management agree with their
assessment and have been and continue to be actively engaged in
the process of seeking to secure such new financing on the best
available terms.  The Company has challenges to meet, to be sure,
but with the continued support of our shareholders, vendors,
customers and dedicated employees, I believe the Company will make
an impressive performance statement to the world."

                        About the Company

Prolong International Corporation (Amex: PRL), a technology driven
holding company headquartered in Irvine, California, through its
operating subsidiary, manufactures, markets and distributes a
complete line of patented lubricant and proprietary automotive,
commercial, industrial and household products.  The Company's
products are marketed and sold under the brand name Prolong Super
Lubricants(R) and are used in automotive, industrial, commercial
and consumer applications.  Prolong products are sold throughout
the United States at major chain stores, through commercial and
industrial distributors, auto retailers and in international
markets.  More information about Prolong International Corporation
and its products can be obtained at http://www.prolong.com/


PURADYN FILTER: Funding Failure Prompts Going Concern Doubt
-----------------------------------------------------------
puraDYN Filter Technologies Inc. (AMEX:PFT) reported financial
results for the fiscal year ended December 31, 2004.  Net sales
for the year totaled approximately $2.5 million as compared with
approximately $1.91 million in 2003, an increase of approximately
30%.  Net loss was approximately $3.58 million, compared with a
net loss of approximately $4.05 million in the previous year.

This increase in net sales is attributable to the addition of
several new domestic and international distributors, which
expanded the Company's distribution network by 22%.  The company
also benefited from an increase in sales to one of its largest
customers, and a marked increase in sales through the OEM customer
base.

Efforts to streamline operating costs were evidenced by the
decrease in selling, general, administrative and salary expenses
by approximately $142,000 in 2004, a decrease of 4%.  Cost of
sales increased by approximately $243,000, an increase of 10%
primarily due to the 30% increase in net sales.  Cost of sales did
not increase proportionately to net sales due to the increased
utilization of overhead and improvements in raw material sourcing.

Kevin G. Kroger, President and COO, stated, "We remain encouraged
by the considerable progress shown in 2004 with regard to the
acceptance of bypass oil filtration.  As mentioned earlier in the
year, recent test results from the U.S. Department of Energy show
that the puraDYN(R) systems currently in evaluation have produced
an estimated annual average savings of 80% during the first two
years of its three-year test to evaluate the benefits and
potential oil savings provided by the use of bypass oil
filtration.  While not an official endorsement, the fact that our
systems are being used by the DOE as a real-world test subject has
focused attention on puraDYN from major companies that are looking
for sensible, comprehensive solutions to rising oil costs.

"Additionally, puraDYN(R) systems are now in the third phase of a
five-phase process aimed at bringing new commercially available
products to the U.S. Military.

"And in 2004, Miami-Dade County (Florida) again specified that
puraDYN(R) systems be installed on all new equipment purchases."

Mr. Kroger commented further, "We will stay focused on the
obstacles encountered in the acceptance of any new technology.  
These include the length of time necessary to complete evaluations
and the overall acceptance of bypass oil filtration.  As
acceptance of this technology continues to build traction, we
expect to maximize production at our facilities, which are
currently underutilized and continue to negatively impact our
gross profits.  We know what the challenges are and we look
forward to meeting them in 2005 as we continue to aggressively and
favorably position our Company in a developing marketplace."

The Company is currently working with private investors, including
current stockholders, in raising funds in the amount of
approximately $2.6 million.

                       Going Concern Doubt

As a result of these funds not being secured as of the date of
filing and in light of Company's need for additional funds in 2005
and beyond, the audit opinion of Daszkal Bolton LLP, the Company's
independent registered public accounting firm, contained a going-
concern explanatory paragraph.

The American Stock Exchange rules require AMEX-listed companies to
publicly announce whenever a Form 10-KSB includes an audit opinion
containing a going concern explanation.

                        About the Company

puraDYN (AMEX:PFT) designs, manufactures and markets the
puraDYN(R) Bypass Oil Filtration System, the most effective
filtration product on the market today.  It continuously cleans
lubricating oil and maintains oil viscosity to safely and
significantly extend oil change intervals and engine life.  
Effective for internal combustion engines, transmissions and
hydraulic applications, the Company's patented and proprietary
system is a cost-effective and energy-conscious solution targeting
an annual $13 billion potential industry. The Company has
established aftermarket programs with several of the
transportation industry leaders such as Volvo Trucks NA, Mack
Trucks, PACCAR; a strategic alliance with Honeywell Consumer
Products Group, producers of FRAM(R) filtration products; and
continues to market to major commercial fleets.  puraDYN(R)
equipment has been certified as a 'Pollution Prevention
Technology' by the California Environmental Protection Agency and
was selected as the manufacturer used by the US Department of
Energy in a three-year evaluation to research and analyze
performance, benefits and cost analysis of bypass oil filtration
technology.


QUANTA CAPITAL: Appoints Mark Cloutier as Chief Claims Officer
--------------------------------------------------------------
Quanta Capital Holdings Ltd. (NASDAQ: QNTA), a company that
provides specialty insurance, reinsurance, and risk consulting
services through its subsidiaries, appointed Mark C. Cloutier as
Chief Claims Officer of Quanta Capital Holdings Ltd. and President
of Quanta Technical Services, LLC.  In this role, Mr. Cloutier
will be responsible for Quanta's claims operations on a global
basis as well as its technical services and consulting
subsidiaries.

Mr. Cloutier has been with Overseas Partners Re Ltd. in Bermuda
since February of 2002, most recently as President and Chief
Executive Officer.  While with Overseas Partners Re, Mr. Cloutier
was credited with the successful liquidation of a significant
portion of Overseas Partner's reinsurance liabilities and its
orderly run off.  Mr. Cloutier has held numerous management roles
within the insurance industry throughout his career, including
E.W. Blanch Holdings, Inc., TIG Holdings; Millers Group, and
Lindsey Morden Claim Services.  Mr. Cloutier also established an
independent claim service company, Maxwell Cloutier & Associates,
in British Columbia in 1982, which was sold when Mr. Cloutier
pursued opportunities with Lindsey Morden.

Tobey J. Russ, Quanta's Chief Executive Officer, commented, "We
are pleased to welcome Mark to Quanta.  Mark's extensive
experience and technical expertise is of great value to the
Company as we focus on servicing our clients' claims and expand
Quanta's technical services and consulting business.  We look
forward to working with Mark."

                        About the Company

Quanta Capital Holdings Ltd., a Bermuda holding company, provides
specialty insurance, reinsurance, risk assessment and risk
consulting products and services through its subsidiaries. Through
operations in Bermuda, the United States, Ireland and the United
Kingdom, Quanta focuses on writing coverage for specialized
classes of risk through a team of experienced, technically
qualified underwriters.  The company offers specialty insurance
and reinsurance products that often require extensive technical
underwriting skills, risk assessment resources and engineering
expertise.  Quanta is listed on the NASDAQ stock market and trades
under the symbol QNTA.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's Investors Service affirmed ratings of Quanta Services,
Inc. reflecting the company's large cash balance, free cash flow
generation vs. its debt levels, and significant contract backlog.  
The rating outlook however has been changed to negative from
stable.

These ratings were affirmed:

   * $35 million Revolving Credit Facility due 2007, rated Ba3;
   * $150 million Senior Secured Term Loan due 2008, rated Ba3;
   * Senior Implied, rated B1;
   * Issuer Rating, rated B2.

The change in outlook to negative from stable reflects the
company's high leverage and thin margins.  The company's operating
fundamentals remain under pressure due to tough industry
conditions.  Furthermore, the rate of credit quality improvement,
while visible in some areas, has been below Moody's expectations.


RAMP SERIES 2004-RZ4: Moody's Rates $2.8M Class B Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RAMP Series 2004-RZ4 Trust, and ratings
ranging from Aa2 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
mortgage loans acquired by Residential Funding Corporation under
its Home Solution Program.  The program was established for
first-lien mortgage loans with high loan-to-value ratios of up to
107%.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination,
overcollateralization, excess spread, and a financial guarantee
policy issued by Financial Guaranty Insurance Company on Class M-1
certificates.  The credit quality of the loan pool is slightly
weaker than that backing the previous deal but very similar to a
typical pool backing RZ transactions.

HomeComings Financial Network, Inc., will service the loans, and
RFC will act as master servicer.  Moody's has assigned Homecomings
its servicer quality rating SQ1 and SQ2 as a primary servicer of
prime loans and subprime loans, respectively, and RFC its top
servicer quality rating as master servicer.

The complete rating actions are:

   * Class A-1, $114,262,000, rated Aaa
   * Class A-2, $79,217,000, rated Aaa
   * Class A-3, $36,681,000, rated Aaa
   * Class M-1, $13,020,000, rated Aaa
   * Class M-2, $12,740,000, rated Aa2
   * Class M-3, $9,520,000, rated A2
   * Class M-4, $2,100,000, rated A3
   * Class M-5, $2,100,000, rated Baa1
   * Class M-6, $2,100,000, rated Baa2
   * Class M-7, $2,100,000, rated Baa3
   * Class B, $2,800,000, rated Ba2


RASC SERIES 2004-KS2: Moody's Rates $5.5M Class B Certs. at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RASC Series 2004-KS2 Trust, and ratings
ranging from Aa2 to Ba1 to the subordinate certificates in the
deal.

The securitization is originated by Residential Funding
Corporation and the loans are backed by one pool of fixed-rate and
adjustable-rate subprime mortgage loans which had principal
balances at origination that were less than, equal to or greater
than the conforming balance and a second pool of fixed-rate and
adjustable rate subprime mortgage loans which had principal
balances at origination that were less than or equal to the
conforming balance.  The ratings are based primarily on the credit
quality of the loans backing the certificates, and on the
protection from subordination, overcollateralization, and excess
spread.

RFC, the transaction's master servicer, is rated SQ1 Moody's
highest master servicer rating.

The complete rating actions are:

   * Class A-I-1, $100, 060,000, rated Aaa
   * Class A-I-2, $113,210,000, rated Aaa
   * Class A-I-3, $9,342,000, rated Aaa
   * Class A-II-1, $200,353,000, rated Aaa
   * Class A-II-2, $22,260,000, rated Aaa
   * Class M-1, $37,125,000, rated Aa2
   * Class M-2, $28,875,000, rated A2
   * Class M-3, $8,250,000, rated A3
   * Class M-4, $8,800,000, rated Baa1
   * Class M-5, $5,225,000, rated Baa2
   * Class M-6, $4,400,000, rated Baa3
   * Class B, $5,500,000, rated Ba1


RAVENEAUX LTD: U.S. Trustee Appoints 6-Member Creditors Committee
-----------------------------------------------------------------          
The United States Trustee for Region 7 appointed six creditors
to serve on the Official Committee of Unsecured Creditors in
Raveneaux, Ltd.'s chapter 11 case:

   1. Nu West Golf Course Construction
      Attn: G. E. O'Neill
      3835 Dacoma
      Houston, Texas 77092
      Phone: 713-681-6160, Fax: 713-681-6155

   2. Champions Printing & Publishing, Inc.
      Attn: James E. Callahan, Jr.
      6608 FM 1960 W.
      Houston, Texas 77069
      Phone: 281-583-7661, Fax: 281-583-2669

   3. Michael Watford
      6519 Wimbledon Trail
      Spring, Texas 77074
      Phone: 281-876-0120 Ext. 300, Fax: 281-876-2831

   4. C.W. Stubbs
      4315 Woodvalley
      Houston, Texas 77096
      Phone: 713-725-3136, Fax: 713-721-0424

   5. Metzger Construction Company
      c/o James H. Metzger
      2055 Silber Rd., Suite 100
      Houston, Texas 77055
      Phone: 713-956-0098, Fax: 713-956-7044

   6. Champions Hydro-Lawn, Inc.
      c/o Lou Triche
      13226 Kaltenbrun
      Houston, Texas 77086
      Phone: 281-445-2614, Fax: 281-445-7387

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 Spring, Texas, Raveneaux, Ltd., --
http://www.raveneaux.com/-- operates a country club, a golf
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
Edward L. Rothberg, Esq., Hugh M. Ray, III, Esq., and Melissa Anne
Haselden, Esq., at Weycer Kaplan Pulaski & Zuber, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of
$15 million and total debts of $11 million.


RAVENEAUX LTD: Gets Interim Authority to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
Raveneaux, Ltd., permission, on an interim basis, to continue
using Cash Collateral securing repayment of pre-petition
obligations to Steamboat Capital II, L.L.C.

Under a Note and Loan Agreement with NationCredit Commercial
Corp., dated Oct. 3, 1997, the Debtor owes approximately $9.25
million.  Steamboat Capital is the current holder of the Note and
Loan Agreement.

The Debtor needs access to Cash Collateral securing repayment of
that loan to fund its ongoing business operations, maintain the
value of its estate, and maximize recovery to its creditors.

The Court granted the Debtor permission to use the Cash Collateral
on an interim basis for a four-week period, from April 3, 2005,
through April 30, 2005, in strict compliance with a Cash Plan
Budget agreeable to Steamboat Capital and the Court.

A full text copy of the Budget is available at no charge at:

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

To adequately protect its interest, Steamboat Capital is granted
Replacement Liens and Security Interests and Liens on all of the
Debtor's pre-petition and post-petition assets with the same
extent and priority as Steamboat's pre-petition liens on the Pre-
Petition Collateral.

As additional adequate protection to Steamboat Capital, the Debtor
cannot use any of the Cash Collateral during the period of the
Court's interim order except as authorized in the Court's Interim
Order, in accordance with the Budget, or as Steamboat allows.

The Court will convene a hearing at 9:30 a.m., on April 28, 2005,
to consider the Debtor's request to use the Cash Collateral on a
permanent basis.

Headquartered in Spring, Texas, Raveneaux, Ltd. --
http://www.raveneaux.com/-- operates a country club, a golf
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
Edward L. Rothberg, Esq., Hugh M. Ray, III, Esq., and Melissa Anne
Haselden, Esq., at Weycer Kaplan Pulaski & Zuber, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of
$15 million and total debts of $11 million.


RF MICRO: Decline in Earnings Prompts S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greensboro, North Carolina-based RF Micro Devices Inc. to negative
from stable, following the company's announcement that March
quarter earnings would be lower than expected because of increased
inventory reserves and high product development expenses.  The
corporate credit rating is affirmed at 'B+', and the subordinated
debt rating is affirmed at 'B-'.

RF Micro took inventory reserves against three of its products
because of obsolescence and low demand, and at the same time
accelerated product development on certain early stage
transceivers and modules.  As a result of the actions, EBITDA
likely will be about breakeven for the March quarter, compared
with an expectation of about $15 million. Debt to EBITDA will
weaken to about 3.9x, from 2.5x.

"The ratings on RF Micro Devices Inc. reflect the company's
reliance on the cell phone market, high R&D and capital spending
levels, and increasing leverage.  These factors are mitigated by
its good position in its niche market and strong customer
relationships," said Standard & Poor's credit analyst Lucy
Patricola.

RF Micro supplies power amplifiers and other semiconductors for
cellular phones, generating about $651 million in annual sales.
The company has about a 50% share of the cellphone power amplifier
market.  Additional served markets include cellular base stations
and Bluetooth short-range radio.  RF Micro recently exited its
initiative into the wireless local-area network (WAN) segment.

Customer concentration is high, with Nokia Corp. ranging from 30%
to 40% of sales, although this concentration has improved from the
45% range several quarters ago.  Technology changes in the
cellphone industry are quite rapid, potentially challenging the
company's R&D resources.


SAKS INC: 10-K Filing Failure Prompts S&P to Cut Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt ratings for Saks Inc. to 'B+'
from 'BB'.  The CreditWatch implications on the ratings were
revised to developing from negative.

The downgrade follows the company's disclosure that it did not
file its annual 10-K report for the fiscal year ended Jan. 29,
2005 by the prescribed due date, and that it does not expect to
make the filing by the April 29, 2005 extended deadline.  The
inability to file in a timely manner relates to a previously
disclosed internal investigation into accounting for vendor
allowances.

The investigation has now been broadened to include other related
accounting and financial matters.  Moreover, if there are findings
that any individual with direct responsibility for accounting and
financial reporting matters has been found to have acted
improperly, the 10-K would not likely be available before
July 2005, and the first-quarter 10-Q filing would also be
delayed.

Saks has previously disclosed that it expects to restate its
financial statements for fiscal 1999 through the third quarter of
fiscal 2004.  It estimated that Saks Fifth Avenue Enterprises
improperly collected about $21.5 million from vendors.  
Separately, the company is currently addressing certain operating
lease accounting issues and has determined that it is required to
correct accounting errors related to its previously recorded
operating leases.

For the period fiscal 1999 through the third quarter of fiscal
2004, the total estimated impact of correcting these errors is to
reduce reported pretax income by approximately $31.6 million,
including an approximately $10.0 million increase in previous
impairment charges.

Because of filing requirements, Saks will not be in compliance
with indentures governing its:

    (1) $990 million of senior notes,

    (2) $230 million of senior convertible notes, and

    (3) $800 million secured bank facility ($124 million of
        letters of credit outstanding at April 14, 2005).

Therefore, unless holders of a majority of each series of notes
waive compliance with the filing requirements, either the trustee
or holders of at least 25% of any such series would have the right
to accelerate the maturity of that series if Saks fails to file
and deliver the 2004 10-K within 60 days of written notice of
default.

Furthermore, each indenture contains cross acceleration
provisions.  Saks has said that if it receives notice of default,
it will seek waivers from the holders of the notes, but that this
cannot be assured.  The lenders under the bank facility have
already waived any event of default because of failure to file and
deliver the 10-K.

These disclosures may result in the company's vendors restricting
or eliminating customary trade credit terms.  This could require
Saks to pay cash or secure letters of credit for merchandise
orders, and could ultimately have an adverse effect on liquidity.

"Although a series of adverse events needs to take place before
the company would be in financial distress, we believe that these
risks are not consistent with a 'BB' category rating," said
Standard & Poor's credit analyst Gerald Hirschberg.  "If any
series of the company's notes declare an event of default, the
rating will be lowered further.  However, if nothing further
develops and Saks files its 10-K, the rating could be raised once
the risks dissipate.  In either situation, the ratings would be
subject to further review of the company's financial controls, as
well as its ability to improve sales and margins at traditional
department stores and at Saks Fifth Avenue, and how this might
impact future credit protection measures."


SCOBEE FOODS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Scobee Foods, Inc.
        c/o Gerrit M. Pronske, Esq.
        Kirkpatrick & Lockhart Nicholson Graham, LLP
        2828 North Harwood, Suite 1800
        Dallas, Texas 75201

Bankruptcy Case No.: 05-34368

Type of Business: The Debtor is a food retailer and owns and
                  operates a facility in the Dallas metroplex.

Chapter 11 Petition Date: April 18, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Kirkpatrick & Lockhart Nicholson Graham, LLP
                  2828 North Harwood Street, Suite 1800
                  Dallas, Texas 75201
                  Tel: (214) 939-4900
                  Fax: (214) 939-4949

Financial Condition as of December 31, 2004

      Total Assets: $1,520,434

      Total Debts:  $2,192,582

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


SR TELECOM: Will Swap 8.15% Debentures for New Notes & Stock
------------------------------------------------------------
SR Telecom Inc. (TSX: SRX; Nasdaq: SRXA) entered into an agreement
in principle with a group representing the required majority of
its outstanding 8.15% Debentures due April 22, 2005, regarding its
proposed recapitalization plan.

"This proposed recapitalization will provide the basis for the
strengthening of our operations going forward, and will ensure
that we have the capacity to continue to fully satisfy the needs
of our global customer base," said Pierre St-Arnaud, SR Telecom's
President and Chief Executive Officer.

Pursuant to the terms of the agreement in principle, SR Telecom
will exchange the outstanding $71 million in principal amount of
its 8.15% Debentures, due April 22, 2005 and all accrued interest
of approximately $2.9 million into 47,266,512 common shares and
approximately $63.9 million new 10% Convertible Redeemable Secured
Debentures, due 2010.  Interest on the new Convertible Debentures
is payable in cash or in kind at the option of the Corporation.  
The common shares issued to the Debenture holders will represent
approximately 73% of the issued and outstanding common shares of
SR Telecom.

In addition, each $1,000 in principal amount of new Convertible
Debentures will be convertible into 4,727 common shares,
representing a conversion price at closing of approximately
$0.21 per common share.  The Conversion Rate may be adjusted to
account for interest accrued pending closing such that the
aggregate equity holding represented by the common shares issued
together with the new Convertible Debentures will not exceed 95.2%
of the issued and outstanding common shares of the Corporation on
a fully diluted basis before giving effect to the Rights Offering.

The restricted group of Debenture holders has also agreed, subject
to execution of final documentation, to provide a five-year
$50 million secured Credit Facility to the Corporation of which
$20 million will be available as soon as loan documentation and
registrations are in place, with the balance to be available over
the next three quarters, subject to certain conditions.  Based on
the current agreement in principle, the financial terms include
the following: a 2% up-front facility fee (based on the full
$50 million facility amount) and interest paid partly in cash at a
rate equal to the greater of 6.5% and the three-month Canadian
Dollar LIBOR rate plus 3.85% and partly paid in kind at a rate
equal to the greater of 7.5% and three-month Canadian Dollar LIBOR
plus 4.85%.

In addition, the facility contemplates a payout fee of 5% (based
on $50 million facility amount) or 2% of distributable value at
maturity.

The Debenture exchange and the Credit Facility are subject to
numerous conditions, including the execution of definitive
documentation satisfactory to the lenders under the Credit
Facility, the approval by the holders of at least 66-2/3 % of the
outstanding Debentures, and regulatory approval.

Debenture holders representing approximately 75% of the
outstanding Debentures have indicated in writing their support for
the Debenture exchange.  The Credit Facility is expected to close
as soon as loan documentation and registrations are in place and
the Debenture exchange is expected to close on May 9, 2005,
although there can be no assurance that such conditions will be
satisfied by that date.

Additionally, it is a condition of the recapitalization that the
lenders to the Corporation's Chilean subsidiary, CTR, will
restructure CTR's outstanding debt and amortization schedule and
provide an extended waiver of at least three years, subject to
final negotiations and the receipt of credit approvals.  CTR's
lenders had previously waived compliance with certain financial
and operational covenants of CTR until April 22, 2005.

The Corporation is free to accept an alternative transaction,
which must provide for the payment of all amounts due to the
Debenture holders plus expenses, unless otherwise agreed to by the
Debenture holders.  However, if the Corporation accepts an
alternative transaction after the later of two weeks from today or
the date on which the Credit Facility becomes binding, such
acceptance would result in the payment of $1 million to the
lenders providing the Credit Facility.

The maximum number of common shares that may be issued, assuming
all of the new Convertible Debentures are converted into common
shares at the Conversion Rate, is approximately 302,001,106 common
shares, which, together with the issuance of 47,266,512 common
shares in exchange for a portion of the outstanding 8.15%
Debentures, represents a total potential dilution of 1,983% over
the currently outstanding common shares, without taking into
account the Rights Offering.

As the aggregate number of common shares issuable in connection
with the Debenture exchange will exceed the maximum number of
securities issuable without security holder approval under the
rules of the Toronto Stock Exchange, SR Telecom intends to rely on
an exemption from the security holder approval requirements
provided for under Section 604(e) of the TSX Company Manual on the
basis of its serious financial difficulty.  Upon the
recommendation of a special committee of independent directors of
SR Telecom, who are free from any interest in the transactions and
are unrelated to any of the parties involved in the transactions,
the Board of Directors of SR Telecom has determined that SR
Telecom is in serious financial difficulty, that the transactions
are designed to improve its financial situation and are reasonable
in the circumstances, and has authorized SR Telecom to make the
application to the TSX.

                        Rights Offering

In addition, as soon as practicable following the closing of the
Debenture exchange, the Corporation intends to file a preliminary
prospectus relating to a Rights Offering to its shareholders.
Pursuant to the Rights Offering, the Corporation will offer to
shareholders holding its currently outstanding common shares, the
right to subscribe to up to $40 million of new common shares at a
price to be determined, but no less than $0.254 per share.

The Rights Offering will be structured to result in a
proportionate reduction of the participation of the new
Convertible Debentures, which will vary with the price and amount
of the rights exercised.  For example, assuming a subscription
price of $0.254 and that the full amount of $40 million is
subscribed for, the shareholders holding the Corporation's
currently outstanding common shares would own approximately 36% of
the Corporation's common shares on a fully diluted basis.  The
first $25 million raised under the Rights Offering will be used
for working capital and general corporate purposes and all amounts
raised in excess of $25 million will be applied 50% to working
capital and general corporate purposes and 50% to a pro rata
redemption of the new Convertible Debentures at 95% of their face
value.

                        Executive Appointment

SR Telecom also announced today that is has engaged Mr. William
Aziz, Managing Partner of Blue Tree Advisors, as Chief
Restructuring Officer on a contract basis to assist senior
management in identifying and implementing strategies to
capitalize on opportunities for the enhancement of operating
performance. He will report to the CEO and the Board of Directors.

                          Financial Advisor

Genuity Capital Markets advised SR Telecom on the recapitalization
plan and led negotiations with the Debenture holders.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement concerning its refinancing efforts as well
as revised financial guidance.


TECO AFFILIATES: Court Confirms Pre-Packaged Reorganization Plan
----------------------------------------------------------------
The transfer of the Union and Gila River power stations from TECO
Energy subsidiaries to the lending bank group made major progress
this week.  Judge Charles G. Case of the U.S. Bankruptcy Court for
the District of Arizona confirmed the plan for a prepackaged
Chapter 11 reorganization of the project companies, Union Power
Partners, L.P., Trans-Union Pipeline, L.P. and Panda Gila River,
L.P.  The final order will be entered subsequently.

The confirmation follows the Court's approval, on April 18, 2005,
of a stipulation resolving outstanding issues raised by two non-
consenting members of the 35-member lending bank group.  To
facilitate and speed up the transfer, TECO Energy agreed to pay
$1.8 million in legal fees for those non-consenting parties.  TECO
Energy and the debtors have also filed a stipulation authorizing
reimbursement to TECO Energy of $400,000 for transition services
it provided.

The closing of the transaction transferring the projects to the
lender-owned entity is now expected to take place on May.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest  
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.


TERWIN MORTGAGE: Moody's Rates Classes B-3 & B-4 Certs. at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates of the Terwin Mortgage Trust 2005-1SL
securitization.  In addition, Moody's has assigned ratings ranging
from Aa2 to Ba2 to the mezzanine certificates in the
securitization.

The ratings were based upon the credit quality of the loans in the
mortgage pool, and upon the credit enhancement provided by a
combination of structural features, including
overcollateralization, subordination and allocation of losses.  
The mortgage pool consists of 3,335 fixed rate, second lien
mortgage loans acquired from a variety of originators.  The credit
quality of the loans in the mortgage pool is similar to that of
loans in recent Terwin second-lien securitizations.

Depositor:         Terwin Securitization LLC

Securities Issued: Terwin Mortgage Trust 2005-1SL Asset-Backed
                   Certificates, TMTS Series 2005-1SL

The complete rating actions are:

   * Class A-1, $119,518,000, rated Aaa
   * Class A-X, Notional Amount (Interest Only), rated Aaa
   * Class M-1, $20,351,000, rated Aa2
   * Class M-2, $14,893,000, rated A2
   * Class B-1, $12,765,000, rated Baa2
   * Class B-2, $3,330,000, rated Baa3
   * Class B-3, $3,700,000, rated Ba2
   * Class B-4, $10,456,000, rated Ba2


VISTA GOLD: Buying Awak Mas Indonesian Gold Deposit for $1.5 Mil.
-----------------------------------------------------------------
Vista Gold Corp.'s (Amex: VGZ; Toronto) Board of Directors has
approved the exercise of the purchase option for the Awak Mas gold
deposit located in Sulawesi, Indonesia.  As previously reported,
in November 2004 Vista entered into an option agreement to acquire
the Awak Mas deposit for a purchase price of U.S. $1,500,000.  

Under the terms of the agreement, Vista had a six-month option
period in which to conduct due diligence while paying the owners
U.S. $15,000 per month.  The monthly option payments, as well as
costs up to U.S. $150,000 expended to correct any deficiencies in
asset standing, will be credited towards the purchase price.  The
closing is anticipated to occur on or before May 6, 2005.

Also as previously reported by the Corporation, an October 2004
resource analysis prepared by RSG Global Pty Ltd of West Perth,
Australia, an independent consulting firm, in accordance with
Canadian National Instrument 43-101 guidelines under the
supervision of Brett Gossage, a Qualified Person, showed the known
deposit, at a reported cutoff grade of 0.5 grams gold per ton, to
contain measured and indicated resources of 52,580,000 short tons
at a grade of 0.032 ounces per ton containing 1,656,000 gold
ounces and inferred resources of 8,250,000 short tons at a grade
of 0.032 ounces per ton containing 259,000 gold ounces.  The
Corporation believes the potential to expand the resources is
good, based on preliminary exploration results of previous
operators.

Vista President and CEO Mike Richings stated "Acquiring measured
and indicated resources of 1.7 million gold ounces plus an
inferred resource of 0.3 million gold ounces at a cost of U.S.
$1.5 million, in a project whose previous operators spent over AUD
$46 million and completed a final feasibility study, is very
attractive to Vista.   We will be attempting to expand the gold
resources by strategic exploration over the next several years and
to enhance the economics of the project through engineering
studies."
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Wildcat projects and Hycroft mine, all in Nevada, the
Long Valley project in California, the Yellow Pine project in
Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects
in Mexico, the Amayapampa project in Bolivia, and the Awak Mas
deposit in Indonesia.

                         *     *     *

As reported in the Troubled Company Reporter on April 1, 2004,   
Vista Gold's independent auditors expressed doubt about the   
company's ability to continue as a going concern after reviewing   
its financial statements for the year ending Dec. 31, 2003.

Losses continued until the year ended December 31, 2004.  For
2004, Vista reported a consolidated net loss of US$4.9 million.


WEST CENTRAL: S&P Hacks Rating on $12.6M Series 1984 Bonds to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on West
Central Kentucky's $12.6 million single-family mortgage revenue
bonds series 1984 to 'B' from 'AAA' and removed its rating from
CreditWatch with negative implications where it was placed on
Nov. 18, 2004.  

The downgrade reflects the anticipation that there will be
insufficient funds available to pay the bonds in full on the final
maturity date.  At current asset levels and rates of return, the
assets that West Central Kentucky will use to pay off its bonds
are accreting at a lower rate than the rate the bonds are
accreting at.  "Unless steps are taken to remedy this situation,
Standard & Poor's doubts that there will be sufficient funds
available to pay off West Central Kentucky's bonds through
maturity," said Standard & Poor's credit analyst Renee Berson.

The assets that West Central Kentucky will use to pay off the
bonds consist of a redemption fund invested pursuant to a
guaranteed investment contract with Fannie Mae earning 9.0%, which
is currently valued at approximately $12.4 million, and a Fannie
Mae mortgage-backed security yielding 10.275%, which is currently
valued at $264,798.  

West Central Kentucky's outstanding bonds, which mature on Nov. 1,
2014, are capital appreciation bonds earning 11.25% annually that
have a current accreted value of approximately $12.6 million.

Pursuant to the trust indenture section 3.01, Standard & Poor's
believes that the trustee should be redeeming bonds from the
Special Redemption Account.


WINDMILL PONDS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Windmill Ponds - GEAC, LLC
        aka Windmill Ponds of Alexandria Independent
        Senior Community
        715 Victor Street
        Alexandria, Minnesota 56308

Bankruptcy Case No.: 05-60356

Type of Business: The Debtor operates a home for independent or
                  assisted living.  See
                  http://www.wtohdevelopment.com/Alexandria.htm

Chapter 11 Petition Date: March 29, 2005

Court: District of Minnesota (Fergus Falls)

Judge: Dennis D. O'Brien

Debtor's Counsel: Michael F. McGrath, Esq.
                  Ravich, Meyer, Kirkman, McGrath & Nauman, P.A.
                  4545 IDS Center
                  80 South Eight Street
                  Minneapolis, Minnesota 55402-2225
                  Tel: (612) 332-8511
                  Fax: (612) 332-8302

Financial Condition as of March 28, 2005:

      Total Assets: $7,540,548

      Total Debts:  $7,173,174

Debtor's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Welcome to Our Home           Management Fees            Unknown
Management Company
PO Box 172
Hutchinson, MN 55350


WINGS DIGITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wings Digital Corporation
        40 West 39th Street
        New York, New York 10018
        Tel: (212) 575-2022
        Fax: (212) 575-1109

Bankruptcy Case No.: 05-12117

Type of Business: The Debtor is a manufacturer and wholesaler of
                  compact disks and tapes.  The Debtor is also a
                  member of National Association of Recording
                  Merchandisers.  

Chapter 11 Petition Date: April 1, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, New York 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164

Total Assets:  $839,084

Total Debts: $8,019,796

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Maninder Sethi                                        $3,354,977
1407 Broadway
New York, NY 10018

US Phillips Corporation       Penalty & Interest        $804,551
580 White Plains Road
Terry Town, NY 10591

US Phillips Corporation       Royalty Payable           $300,000
580 White Plains Road
Terry Town, NY 10591

Bayer Corporation                                       $234,170
Polymer Division
100 Bayer Road
Pittsburgh, PA 15250

Dayal Engineering &                                      $84,825
Construction LLC

U.S. Department of Labor                                 $78,697
Office of Administrative
Law Judges

Dynamic Molding                                          $60,574

Recording Industry                                       $50,000
Association of America

Long Island Power Authority   Utility                    $21,151

Sun Chemical/Coates Screen                               $19,671

Lindberg Enterprises                                     $18,212

New York State Sales Tax      Sales Tax                  $17,050

York Label                                                $8,817

SYMCON                                                    $5,914

CCP Industries Inc.                                       $3,042

Keyspan Energy Delivery                                   $2,614

Danippon Ink & Chemicals                                  $1,890

XO Communications                                         $1,266

Quill Corporation                                         $1,223

Covad Communications                                        $120


YOUNG BROADCASTING: Dwindling Cash Cushion Cues S&P to Cut Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Young Broadcasting Inc. to 'B-' from 'B', amid
increasing liquidity concerns.  At the same time, Standard &
Poor's assigned a 'B' rating to Young's proposed $295 million
secured credit facilities. A recovery rating of '1' was also
assigned, indicating the expectation of a full recovery of
principal (100%) in the event of a payment default.  The outlook
is negative.  Young had approximately $740 million in debt
outstanding at Dec. 31, 2004.

Borrowings are expected to be used to refinance the company's 8.5%
senior unsecured notes due 2008.  If the expected tender offer for
the notes does not bring in the entire issue and the company
assumes significant secured debt, then the senior unsecured debt
rating could be lowered by one or two notches to reflect its
relatively less favorable recovery prospects.

"The downgrade recognizes that Young's cash cushion, which
provides primary support for the rating, is expected to dwindle in
the next couple of years," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.

Eroding cash balances could also endanger compliance with the
minimum cash requirement included in its proposed credit agreement
in 2007.  Asset sales represent a key source of liquidity, a fact
that is particularly important because the company's cash cushion
is likely to erode more quickly than it can build cash flow.

The rating on Young reflects its:

    (1) significant debt burden,

    (2) weak cash flow because of San Francisco, California,
        station KRON-TV's transformation to an independent from an
        NBC network-affiliated station,

    (3) limited liquidity beyond cash balances, and

    (4) TV advertising's mature revenue growth prospects.

These factors are only partially offset by:

    (1) the company's valuable San Francisco VHF station,

    (2) its otherwise midsize-market major TV network affiliates,
        and

    (3) broadcasting's decent margin and discretionary cash flow
        potential.

The negative outlook underscores concerns about the erosion of
Young's cash balances in the near term.  Additional pressure on
the rating comes from the company's high leverage and persistent
discretionary cash flow deficits.  The rating could be lowered if
the company's cash cushion shrinks more quickly than expected or
if operating performance within the station portfolio weakens.


* McLean & Kerr Welcomes Elaine Gray & Jon Venutti to Team
----------------------------------------------------------
Elaine Gray and Jon Venutti, two prominent Bay Street lawyers,
have joined the firm of McLean & Kerr LLP.  "The individual and
combined strengths of Elaine and John significantly enhance the
existing expertise and add to the depth of our firm," said Todd
Davidson, a managing partner of McLean & Kerr.  "Their addition to
our team provides our clients with outstanding experience and
proven results in the areas of commercial real estate, urban
development, and commercial and insolvency litigation.  We are
very pleased to have welcomed two such highly regarded
professionals on board," added Sharon Addison, another managing
partner of the firm.

Elaine Gray, a graduate of Osgoode Hall Law School, has been
practicing law since 1987.  She brings welcomed expertise to
augment the firm's insolvency and commercial litigation groups.  
Elaine Gray specializes in bankruptcy and insolvency, commercial
litigation, and secured creditors' rights and remedies.  "The
firm's longstanding reputation of providing quality legal service
with proven results reflects the way I represent my clients.  All
of my clients are delighted with my move," stated Ms. Gray.

"I was attracted to McLean & Kerr because of its sterling
reputation and my experience dealing on transactions with a number
of the lawyers at the firm over the years.  The firm is composed
of a strong, effective and collegial group with a sensible work-
life balance.  The firm offered me a terrific platform for my
practice and clients that is second to none in Toronto.  I am very
pleased to be part of the McLean & Kerr team," said Mr. Venutti.  
Jon Venutti is an integral part of the firm's preeminent
commercial law group.  Mr. Venutti is a proven leader in the
commercial real estate and real estate development fields.  Jon
Venutti is a graduate of the University of Western Ontario.  He
has been practicing law for 25 years.

Since 1921, McLean & Kerr LLP has prided itself on its founding
principles of timely performance, and providing value-added
quality legal services and practical and efficient solutions for
its clients at reasonable cost.  For these essential and timeless
reasons, clients, large and small, have chosen and have remained
loyal to McLean & Kerr LLP over the decades.  The Toronto business
law firm currently comprises 23 lawyers with specialized
expertise.


* Three Prominent IP Attorneys Join Chadbourne & Parke as Partners
------------------------------------------------------------------
Joseph A. Calvaruso, Walter G. Hanchuk and Kenneth S. Weitzman
have joined the international law firm of Chadbourne & Parke LLP
as partners in the intellectual property practice, effective
April 13.  Messrs. Calvaruso, Hanchuk and Weitzman are residents
in the Firm's New York office.  Prior to joining Chadbourne, all
were partners in the New York office of Morgan & Finnegan, an
intellectual property firm.

"One of the Firm's major objectives is to continue to grow a world
class, full service intellectual property practice," said Charles
K. O'Neill, Chadbourne's managing partner.  "This premier group
will play a vital part in that strategic growth and in our
continued commitment to build the IP practice as we move forward.
We are tremendously pleased to have these outstanding partners
join the Firm."

Mr. Calvaruso is an internationally well known IP litigator and is
featured in Best Lawyers in America.  Mr. Calvaruso has over 25
years of experience in virtually all aspects of intellectual
property.  His litigation experience, in both federal courts
throughout the United States and before the International Trade
Commission, covers a wide spectrum including patents, trade
secrets, trademarks, trade dress, antitrust, false advertising and
unfair competition.  Mr. Calvaruso's patent experience has covered
diverse fields, such as medical devices, consumer products,
automotive parts, electronics, telecommunications, semiconductor
devices and fabrications, and computer technology and software.  
In addition to litigation, Mr. Calvaruso has done extensive work
in IP due diligence and licensing. He also advises clients as to
patent infringement and validity issues and handles prosecution.

Mr. Calvaruso received a B.S. degree in electrical engineering
from Manhattan College, and his J.D. from Fordham University
School of Law.

Mr. Hanchuk has over 15 years of experience in all aspects of
intellectual property law.  He has been actively involved in all
phases of patent litigation in federal courts.  He also has
extensive licensing and transactional experience.  Early in his
career, he served as a U.S. Patent Examiner at the U.S. Patent &
Trademark Office.  In recent years, he has been particularly
successful in obtaining, licensing and enforcing worldwide
intellectual property rights in the information technology and
financial service sectors.  Having been actively involved in
various 'pioneering' business process and computer software
patents, he continues to publish and speak widely on the topic.

He received his B.E. in mechanical engineering from The Cooper
Union, and J.D., cum laude, from George Washington University Law
School.

Mr. Weitzman has over 13 years experience representing clients in
nearly all aspects of intellectual property law.  He specializes
in patent infringement litigation in federal courts across the
country, both at the trial level and on appeal.  He also has
extensive experience counseling clients on issues of infringement
and validity of U.S. patents, procurement of patents before the
U.S. Patent & Trademark Office, trademarks and other intellectual
property matters.  Mr. Weitzman has litigated, prosecuted and
rendered opinions in patent matters, involving a wide array of
technologies, including medical devices, automotive products,
computer software, e-commerce and financial services, consumer
products, semiconductors and telecommunications systems.

Mr. Weitzman received his B.S. in mechanical engineering from the
University of Massachusetts, and his J.D., cum laude, from Seton
Hall University School of Law.

"These lawyers are extremely knowledgeable in intellectual
property matters and have experienced first-hand the business and
IP challenges that U.S. and international clients face every day,"
Mr. O'Neill noted.  "Their representation of major high-technology
companies and financial institutions will complement our
established patent litigation practice."

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London.  For additional
information, visit http://www.chadbourne.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Chapter / Finance Network Club Spring Dinner
         Sheraton Suites Cypress Creek, Ft. Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 20, 2005
   NEW YORK INSTITUTE OF CREDIT
      International Women's Insolvency & Restructuring
      Confederation
         Arno's Ristorante, New York, NY
            Contact: http://www.nyic.org

April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Deepening Insolvency: Avoiding the Abyss
         The Duquesne Club, Pittsburgh, PA
            Contact: 312-578-6900 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast Event with NACD
         River Oaks Country Club, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA South Florida Golf Day
         Carolina Club, Margate, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Contact: 716-440-6615 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The Penn Traffic Turnaround
         Sheraton Syracuse, Syracuse, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The Restructuring of Seitel
         The Oxford Hotel Denver, CO
            Contact: 312-578-6900 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The Mechanics of Automotive Industry Restructurings
         The Mid-Day Club, Chicago, IL
            Contact: 312-578-6900 or http://www.turnaround.org/

April 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 303-457-2119 or http://www.turnaround.org/

April 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      April Meeting
         McCormick and Schmick's Restaurant, Las Vegas, NV
            Contact: 702-461-5585 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Membership Drive & Networking Event
         First Horizon Park, Greensboro, NC
            Contact: 704-926-0359 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 29, 2005 - May 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      ACTP Body of Knowledge Course
         TBA, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Event
         G Ques, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Golf Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Tennis Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 06, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (NYC)
         U.S. Bankruptcy Court SDNY, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Welcome to Spring Networking and Panel Discussion
         Hotel du Pont, Wilmington, DE
            Contact: 215-657-5551 or http://www.turnaround.org/

May 11, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast Meeting with RMA
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/


May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      How Rainmakers Make It Pour
         The East Bank Club, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Meeting
         Waller Lansden Dortch & Davis, Nashville, TN
            Contact: 615-850-8678 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf Outing - Joint with CFA, RMA & IWIRC
         NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or  
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/
  
June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., 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 ***